Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GTY Technology Holdings Inc. | ||
Entity File Number | 001-37931 | ||
Entity Tax Identification Number | 83-2860149 | ||
Entity Central Index Key | 0001682325 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 144 | ||
Entity Incorporation, State or Country Code | MA | ||
Entity Address, Address Line One | 1180 North Town Center Drive | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89144 | ||
City Area Code | 702 | ||
Local Phone Number | 945-2898 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | GTYH | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 55,130,927 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
CONSOLIDATED BALANCE SHEETS | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor |
Current assets: | |||
Cash and cash equivalents | $ 8,374 | $ 8,374 | $ 22,800 |
Accounts receivable, net | 9,184 | 9,184 | 9,994 |
Prepaid expenses and other current assets | 3,047 | 3,047 | 2,583 |
Total current assets | 20,605 | 20,605 | 35,377 |
Property and equipment, net | 1,697 | 1,697 | 3,891 |
Finance lease right of use assets | 1,488 | 1,488 | 1,355 |
Operating lease right of use assets | 5,876 | 5,876 | 2,610 |
Intangible assets, net | 115,788 | 115,788 | 101,107 |
Goodwill | 286,635 | 286,635 | 284,635 |
Other assets | 2,304 | 2,304 | 3,472 |
Total assets | 434,393 | 434,393 | 432,447 |
Current liabilities: | |||
Accounts payable and accrued expenses | 8,443 | 8,443 | 6,366 |
Deferred revenue - current portion | 17,346 | 17,346 | 22,304 |
Finance lease liability - current portion | 555 | 555 | 581 |
Operating lease liability - current portion | 1,851 | 1,851 | 1,316 |
Contingent consideration - current portion | 12,680 | 12,680 | 743 |
Total current liabilities | 40,875 | 40,875 | 31,310 |
Deferred revenue - less current portion | 1,264 | 1,264 | 1,602 |
Deferred tax liability | 20,276 | 20,276 | 17,494 |
Contingent consideration - less current portion | 41,233 | 41,233 | 42,530 |
Term loans, net | 26,632 | ||
Finance lease liability - less current portion | 811 | 811 | 147 |
Operating lease liability - less current portion | 4,311 | 4,311 | 2,927 |
Total liabilities | 108,770 | 108,770 | 122,642 |
Commitments and contingencies | |||
Shareholders' equity: | |||
Common stock, par value $0.0001; 400,000,000 authorized; 56,667,035 shares issued and 55,570,282 shares outstanding as of December 31, 2020 and 52,920,228 shares issued and 52,303,862 shares outstanding as of December 31, 2019, net of treasury stock | 5 | 5 | 6 |
Exchangeable shares, no par value, 5,972,779 shares issued and outstanding as of December 31, 2020 and 5,568,096 shares issued and outstanding as of December 31, 2019 | 45,681 | 45,681 | 54,224 |
Additional paid in capital | 369,756 | 369,756 | 390,232 |
Accumulated other comprehensive income | 370 | 370 | 6 |
Treasury stock, at cost, 1,096,753 shares as of December 31, 2020 and 616,366 shares as of December 31, 2019 | (5,174) | (5,174) | (5,633) |
Accumulated deficit | (85,015) | (85,015) | (129,030) |
Total shareholders' equity | 325,623 | 325,623 | 309,805 |
Total liabilities and shareholders' equity | $ 434,393 | $ 434,393 | $ 432,447 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 56,667,035 | 52,920,228 |
Common Stock, Shares, Outstanding | 55,570,282 | 52,303,862 |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Exchangeable Shares Par Or Stated Value Per Share | $ 0 | $ 0 |
Exchangeable Shares Issued | 5,972,779 | 5,568,096 |
Exchangeable Shares Outstanding | 5,972,779 | 5,568,096 |
Treasury Stock, Shares | 1,096,753 | 616,366 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Successor | Successor |
Revenues | $ 4,928 | $ 31,515 | $ 48,128 |
Cost of revenues | 1,614 | 11,928 | 18,468 |
Gross Profit | 3,314 | 19,587 | 29,660 |
Operating expenses | |||
Sales and marketing | 1,394 | 13,088 | 16,150 |
General and administrative | 1,749 | 23,010 | 21,743 |
Research and development | 1,580 | 11,546 | 12,158 |
Amortization of intangible assets | 32 | 12,809 | 14,681 |
Acquisition costs | 151 | 36,988 | |
Goodwill impairment expense | 32,198 | 2,000 | |
Restructuring charges | 3,666 | ||
Change in fair value of contingent consideration | (37) | (6,135) | 1,980 |
Total operating expenses | 4,869 | 123,504 | 72,378 |
Loss from operations | (1,555) | (103,917) | (42,718) |
Other income (expense) | |||
Interest income (expense), net | (170) | 225 | (1,758) |
Loss from repurchase/issuance of shares | (1,032) | (2,056) | |
Other income , net | 12 | 472 | 78 |
Total other income (expense), net | (158) | (335) | (3,736) |
Loss before income taxes | (1,713) | (104,252) | (46,454) |
Benefit from income taxes | 8,595 | 2,439 | |
Net loss | (1,713) | (95,657) | (44,015) |
Deemed dividend for Exchangeable Shares - Series C | (183) | ||
Net loss applicable to common shareholders | (1,713) | $ (95,840) | $ (44,015) |
Net loss per share, basic and diluted | $ (1.88) | $ (0.82) | |
Weighted average common shares outstanding, basic and diluted | 50,867 | 53,450 | |
Other comprehensive loss: | |||
Foreign currency translation gain (loss) | $ 370 | $ (364) | |
Total other comprehensive gain (loss) | 370 | (364) | |
Comprehensive loss | $ (1,713) | $ (95,287) | $ (44,379) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Class ACommon Stock | Common Class BCommon Stock | Common Stock | Exchangeable Shares | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | ||||||||
Beginning Balance at Dec. 31, 2018 | $ (37,142) | ||||||||
Net loss | (1,713) | ||||||||
Share-based compensation | 61 | ||||||||
Stock option exercises | (13) | ||||||||
Shareholders'/Members' equity activity | 5,629 | ||||||||
Balance at Feb. 18, 2019 | $ 1 | $ 9,920 | 9,921 | ||||||
Balance (in shares) at Feb. 18, 2019 | 898,984 | 13,568,821 | |||||||
Ending Balance at Feb. 18, 2019 | (33,152) | ||||||||
Beginning Balance at Dec. 31, 2018 | $ (37,142) | ||||||||
Stock option exercises (in shares) | 112,526 | ||||||||
Balance at Dec. 31, 2019 | $ 5 | $ 45,681 | $ 369,756 | $ (5,174) | (85,015) | $ 370 | $ 325,623 | ||
Balance (in shares) at Dec. 31, 2019 | 52,303,862 | 5,568,096 | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||
Beginning Balance at Feb. 18, 2019 | $ (33,152) | ||||||||
Balance at Feb. 18, 2019 | $ 1 | 9,920 | 9,921 | ||||||
Balance (in shares) at Feb. 18, 2019 | 898,984 | 13,568,821 | |||||||
Net loss | (95,657) | (95,657) | |||||||
Ordinary shares no longer subject to possible redemption | $ 1 | 88,190 | 722 | 88,913 | |||||
Ordinary shares no longer subject to possible redemption (in shares) | 9,216,438 | ||||||||
Private placement of Class A shares, net of costs | $ 2 | 125,256 | 125,258 | ||||||
Private placement of Class A shares, net of costs (in shares) | 12,863,098 | ||||||||
Exchange of shares in GTY Merger | $ (3) | $ (1) | $ 4 | ||||||
Exchange of shares in GTY Merger (in shares) | (22,978,520) | (13,568,821) | 36,547,341 | ||||||
Common stock issued for acquisitions | $ 1 | 119,688 | 119,689 | ||||||
Common stock issued for acquisitions (in shares) | 11,969,004 | ||||||||
Shares convertible into Common Stock issued for acquisitions | $ 47,617 | 47,617 | |||||||
Shares convertible into Common Stock issued for acquisitions (in shares) | 5,761,741 | ||||||||
Common Stock issued for Exchangeable Shares - Class C | 3,860 | 3,860 | |||||||
Common stock issued for exchangeable shares (in shares) | 500,000 | ||||||||
Share-based compensation | 5,429 | 5,429 | |||||||
Private placement of Common Stock, net of costs | 25,450 | 25,450 | |||||||
Private placement of Common Stock, net of costs (in shares) | 3,500,000 | ||||||||
Common Stock repurchases | $ (5,174) | (5,174) | |||||||
Common Stock repurchases (in shares) | (616,366) | (616,366) | |||||||
Vested and settled restricted stock units (in shares) | 97,595 | ||||||||
Stock option exercises | 130 | 130 | |||||||
Stock option exercises (in shares) | 112,643 | ||||||||
Exchangeable shares converted to Common Stock (in shares) | 193,645 | (193,645) | |||||||
Foreign currency translation gain | 370 | 370 | |||||||
Deemed dividend for Exchangeable Shares | (183) | (183) | |||||||
Exchangeable shares converted to Common Stock | $ (1,936) | 1,936 | |||||||
Balance at Dec. 31, 2019 | $ 5 | $ 45,681 | 369,756 | $ (5,174) | (85,015) | 370 | $ 325,623 | ||
Balance (in shares) at Dec. 31, 2019 | 52,303,862 | 5,568,096 | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||
Net loss | (44,015) | $ (44,015) | |||||||
Common stock issued for acquisitions | $ 1 | 6,999 | 7,000 | ||||||
Common stock issued for acquisitions (in shares) | 2,000,000 | ||||||||
Common Stock issued for Exchangeable Shares - Class C | $ (1,457) | 1,457 | |||||||
Common stock issued for exchangeable shares (in shares) | 145,705 | (145,705) | |||||||
Share-based compensation | 8,621 | 8,621 | |||||||
Private placement of Common Stock, net of costs | $ 7,000 | ||||||||
Private placement of Common Stock, net of costs (in shares) | 2,000,000 | 2,000,000 | |||||||
Common Stock repurchases | $ (459) | $ (459) | |||||||
Common Stock repurchases (in shares) | (127,712) | ||||||||
Share Redemption Incremental Shares Issued (in shares) | 334,254 | ||||||||
Share Redemption value | 2,056 | 2,056 | |||||||
Shares Issued for contingent consideration | $ 10,000 | 1,334 | 11,334 | ||||||
Shares Issued for contingent consideration (in shares) | 336,965 | 550,388 | |||||||
Vested and settled restricted stock units (in shares) | 569,128 | ||||||||
Stock option exercises | 9 | 9 | |||||||
Stock option exercises (in shares) | 8,080 | ||||||||
Foreign currency translation gain | (364) | (364) | |||||||
Balance at Dec. 31, 2020 | $ 6 | $ 54,224 | $ 390,232 | $ (5,633) | $ (129,030) | $ 6 | $ 309,805 | ||
Balance (in shares) at Dec. 31, 2020 | 55,570,282 | 5,972,779 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Successor | Successor |
Cash flows from operating activities: | |||
Net loss | $ (1,713) | $ (95,657) | $ (44,015) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 148 | 355 | 863 |
Amortization of intangible assets | 32 | 12,809 | 14,681 |
Amortization of right of use assets | 194 | 1,298 | 2,034 |
Share-based compensation | 61 | 5,429 | 8,621 |
Deferred income tax benefit | (8,542) | (2,781) | |
Loss on issuance of shares | 2,056 | ||
Amortization of deferred debt issuance costs | 759 | ||
Accrual of paid in kind interest | 69 | ||
Bad debt expense (recovery) | 6 | (49) | 90 |
Loss on disposal of fixed assets | 2 | 6 | |
Foreign exchange loss on payment of vested options | 21 | ||
Goodwill impairment expense | 32,198 | 2,000 | |
Change in fair value of contingent consideration | (37) | (6,135) | 1,980 |
Change in fair value of warrant liability | (18) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,190 | (5,276) | (818) |
Prepaid expenses and other assets | 202 | (1,536) | (725) |
Accounts payable and accrued liabilities | (781) | (1,053) | (2,030) |
Deferred revenue and other liabilities | 9,985 | 6,335 | |
Operating lease liabilities | (1,079) | (2,099) | |
Net cash (used in) provided by operating activities | 284 | (57,230) | (12,974) |
Cash flows from investing activities: | |||
Proceeds from cash held in trust | 217,642 | ||
Sale of marketable securities | 1,531 | ||
Acquisitions, net of cash acquired | (179,423) | ||
Capitalization of internal-use software | (793) | (311) | |
Capital expenditures | (15) | (639) | (2,712) |
Net cash (used in) provided by investing activities | 1,516 | 36,787 | (3,023) |
Cash flows from financing activities: | |||
Proceeds from borrowings, net of issuance costs | 35 | 37,803 | |
Repayments of borrowings | (69) | (486) | (12,000) |
Contingent consideration payments | (920) | (1,286) | |
Stock options exercises | 13 | 130 | 9 |
Member distribution | (500) | ||
Common stock repurchases | (4,174) | (459) | |
Note repayment for common stock repurchases | (1,000) | ||
Redemption of Class A Ordinary Shares | (113,982) | ||
Redemption of Exchangeable Shares - Class C | (1,323) | ||
Proceeds received from private placement of Class A shares, net of costs | 125,258 | ||
Proceeds received from private placement of Common Stock, net of costs | 25,450 | 7,000 | |
Proceeds from disposal of fixed assets | 1 | 30 | |
Repayments of finance lease liabilities | (19) | (392) | (587) |
Net cash provided by (used in) financing activities | (539) | 28,561 | 30,510 |
Effect of foreign currency on cash | (721) | 204 | (87) |
Net change in cash and cash equivalents | 540 | 8,322 | 14,426 |
Cash and cash equivalents, beginning of period | 52 | 8,374 | |
Cash and cash equivalents, end of period | 52 | 8,374 | 22,800 |
Cash - beginning of the year | 13,929 | 14,469 | 8,374 |
Cash - end of the year | $ 14,469 | 8,374 | 22,800 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 883 | ||
Cash paid for income taxes | 42 | ||
Noncash Investing and Financing Activities: | |||
Common shares issued for contingent consideration | 1,334 | ||
Exchangeable shares issued for contingent consideration | 10,000 | ||
Share Redemption (Incremental Shares Issued) | 2,056 | ||
Purchases of property and equipment included in accounts payable | 3 | ||
Common Stock issued for Exchangeable Shares - Class C | 3,860 | ||
Deemed dividend for Exchangeable Shares - Class C | 183 | ||
Note payable issuance for common stock repurchases | 1,000 | ||
Shares issued for the Acquisition | 172,307 | ||
Reduction in convertible note liability | 1,000 | ||
Exchangeable shares converted to Common Stock | 1,936 | $ 1,457 | |
Capital leases | $ 2,714 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1. Organization and Business Operations GTY Technology Holdings Inc. (f/k/a GTY Govtech, Inc.), a Massachusetts corporation (“GTY”, the “Company” or “Successor”), is headquartered in Las Vegas, Nevada. On February 19, 2019 (the “Closing Date”), the Company consummated several acquisitions (collectively, the “Acquisition”), pursuant to which it (i) acquired each of Bonfire Interactive Ltd., a Canadian company, and Bonfire Interactive US Ltd., its U.S. subsidiary (together, “Bonfire”), CityBase, Inc. (“CityBase”), eCivis Inc. (“eCivis”), Open Counter Enterprises Inc. (“Open Counter”), Questica Software Inc. and Questica USCDN Inc., Canadian companies, and Questica Ltd., a U.S. subsidiary (collectively, “Questica”) and Sherpa Government Solutions LLC (“Sherpa” and together with Bonfire, CityBase, eCivis, Open Counter and Questica, the “Acquired Companies”) and (ii) became the parent company of its predecessor entity, GTY Technology Holdings Inc., a blank check company incorporated in the Cayman Islands (“GTY Cayman”). Until the Acquisition, GTY Cayman did not engage in any operations nor generate any revenues. GTY Cayman was dissolved during the year ended December 31, 2020. In connection with the closing of the Acquisition, the Company changed its name from GTY Govtech, Inc. to GTY Technology Holdings Inc. and became a successor issuer to GTY Cayman and continued the listing of its common stock and warrants on the Nasdaq Capital Market (“NASDAQ”) under the symbols “GTYH” and “GTYHW,” respectively. As of June 2019, the Company’s warrants are no longer listed on any exchange. GTY is a public sector SAAS company that offers a cloud-based suite of solutions primarily for North American state and local governments. GTY’s cloud-based suite of solutions for state and local governments addresses functions in procurement, payments, grant management, budgeting and permitting. The following is a brief description of each of the Acquired Companies. Bonfire Bonfire Interactive Ltd., was incorporated on March 5, 2012 under the laws of the Province of Ontario, and its wholly-owned subsidiary, Bonfire Interactive US Ltd. (dissolved), was incorporated in the United States on January 8, 2018. Bonfire is a provider of strategic sourcing and procurement SaaS, serving customers in government, the broader public sector, and various highly-regulated commercial vertical markets. Bonfire offers customers and their sourcing professionals a modern SaaS application that helps find, engage, evaluate, negotiate and award vendor and supplier contracts. Bonfire delivers workflow automation, data collection and analysis, and collaboration to drive cost savings, compliance, and strategic outcomes. All of Bonfire’s applications are delivered as a SaaS offering, and Bonfire offers implementation and premium support services. CityBase CityBase, a Delaware corporation headquartered in Chicago, provides dynamic content, digital services, and integrated payments via a SaaS platform that includes technological functionality accessible via web and mobile, kiosk, point-of-sale, and other channels. CityBase SaaS integrates its platform to underlying systems of record, billing, and other source systems, and configures payments and digital services to meet the requirements of its customers, which include government agencies and utility companies. eCivis eCivis, a Delaware corporation headquartered in Los Angeles, California, is a leading SaaS provider of grants management and indirect cost reimbursement solutions that enable its customers to standardize and streamline complex grant processes in a fully integrated platform. The eCivis platform consists of four core cloud-based products including grants research, grants management, sub-recipient management, and cost allocation and recovery. To assist its customers in the implementation of its cloud-based products, eCivis offers one-time implementation services, including data integration, grants migration and change management. Additionally, eCivis provides ongoing grants management training, cost allocation plan consulting and cost recovery services. Open Counter Open Counter, a Delaware corporation headquartered in Boston, Massachussetts, is a developer and provider of SaaS tools for cities to streamline permitting and licensing services for municipal governments. Open Counter provides customers with SaaS through a hosted platform and also provides professional services related to SaaS implementation. Questica Questica designs and develop budgeting SaaS that supports the unique requirements of the public sector. The Questica suite of products are part of a comprehensive web-based budgeting preparation, performance, management and data visualization solution that enables public sector and non-profit organizations to improve and shorten their budgeting cycles. Questica Software Inc. was organized in 1998 as an Ontario corporation, maintains two offices located in Burlington, Ontario, Canada and serves the healthcare, K-12, higher education and local government verticals primarily in North America. Questica USCDN was organized in 2017 as an Ontario corporation and Questica Ltd. was incorporated in 2017 in the United States as a Delaware corporation. Questica Ltd. is located in Huntington Beach, California, primarily serving the non-profit market and services a limited number of customers in the public and private sector. The majority of the Questica Ltd.’s customers are located in the United States and Canada, and as well as some international customers, primarily located in the United Kingdom and Africa. Sherpa Sherpa is a Colorado limited liability company headquartered in Denver, Colorado, established in 2004. Sherpa is a leading provider of public sector budgeting software and consulting services that help state and local governments create and manage budgets and performance. Customers purchase Sherpa’s software and then engage its consulting services to configure the software and receive training on how to manage the software going forward. Following implementation, customers continue to use the software in exchange for maintenance or subscription fees. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Acquisition was accounted for as a business combination using the acquisition method of accounting. The Company’s financial statement presentation distinguishes the results of operations into two distinct periods: (i) the period before the consummation of the Acquisition, which includes the period from January 1, 2019 to the Closing Date (the “2019 Predecessor Period”) and (ii) the period after consummation of the Acquisition which includes the period after the Closing Date to December 31, 2019 (“2019 Successor Period”), and the year ended December 31, 2020. The accompanying consolidated financial statements include a black line division which indicates that the Acquired Companies and the Company’s financial information are presented on a different basis and are therefore, not comparable. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 3 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Acquisition. The historical financial information of GTY Cayman prior to the Acquisition is not being reflected in the Predecessor financial statements as these historical amounts have been determined not to be useful to a user of the financial statements. GTY Cayman’s operations prior to the Acquisition, other than income from the Trust Account (as defined in Note 11. Shareholders’ Equity) investments and transaction expenses, were nominal. Principles of Consolidation The Successor Period consolidated financial statements include all accounts of the Company and its subsidiaries. The Predecessor Period consolidated financial statements include all accounts of the Acquired Companies and the Acquired Companies’ subsidiaries and does not represent a single legal entity. All material intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Reclassification Certain prior period balance sheet and statement of operations amounts have been reclassified to conform to the current presentation. These reclassifications did not significantly impact any prior amounts of reported total assets or total liabilities, and did not impact stockholders’ equity or cash flows. Liquidity As reflected in the accompanying consolidated financial statements, the Company reported a net loss of $44.0 million and $95.7 million for the year ended December 31, 2020 and the Successor Period 2019, respectively, and had an accumulated deficit of $129.0 million as of December 31, 2020. The Company’s net cash used in operations was $13.0 million for the year ended December 31, 2020. In April and May 2020, the Company received $3.2 million in proceeds from loans under the Paycheck Protection Program. In November 2020, the Company entered into a senior secured term loan facility that provides for borrowing of term loans in an aggregate principal amount of $25.0 million. In December 2020, the Company issued 2.0 million shares of common stock in a registered direct offering for $7.0 million at a price of $3.50 per share. As of December 31, 2020, the Company had $22.8 million in cash and cash equivalents, largely from the above financing sources. Based on the Company’s current expectations of revenues and expenses, the Company expects that its current cash and cash equivalents is sufficient to meet its liquidity needs for twelve months after the issuance of these financial statements. If the Company’s revenues do not grow as expected and if the Company is unable to manage expenses sufficiently, the Company may be required to obtain additional equity or debt financing. Although the Company has been previously able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to the Company or existing shareholders. If the Company is unable to secure additional financing, as circumstances require, or does not succeed in meeting its sales objectives, it may not be able to continue its operations. Segments The Company has six operating segments. The Company’s Chief Executive Officer and Chief Financial Officer, who jointly are the Company’s chief operating decision maker, review financial information for each of the Acquired Companies, together with certain consolidated operating metrics, to make decisions about how to allocate resources and to measure the Company’s performance. See Note 12. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. Cash and cash equivalents are recorded at cost, which approximates fair value. Accounts Receivable Accounts receivable consists of amounts due from our customers, which are primarily located throughout the United States and Canada. Accounts receivable are recorded at the invoiced amount, do not require collateral, and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded when events or circumstances indicate an additional allowance is required based on the Company’s specific identification approach. The allowance for doubtful accounts as of December 31, 2020 and 2019 was immaterial. Bad debt expense for all periods presented was immaterial. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash accounts in a financial institution at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2020 and 2019, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Additionally, all Canadian Dollars (“CDN”) institution amounts are covered by Canada Deposit Insurance Corporation, or CDIC insurance. Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further customer slowdowns or shutdowns, depress demand, and adversely impact results of operations. During the year ended December 31, 2020, the Company faced significant uncertainties and continues to expect uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic . Estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in the consolidated financial statements. Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Property, plant and equipment is depreciated using the straight-line method over five fifteen three five Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. Capitalized Software Costs The Company capitalizes costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. For the year ended December 31, 2020 and 2019 Successor Period, the Company capitalized $0.3 million and $0.8 million for internal use software, respectively. Intangible Assets Intangible assets consist of acquired customer relationships, acquired developed technology, trade names and non-compete agreements which were acquired as part of the Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Under ASC 350, Intangibles – Goodwill and Other qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform the quantitative goodwill impairment test. As a result of the Acquisition, the Company acquired goodwill during the Successor Period. There was minimal goodwill prior to the Acquisition. As a result of our annual goodwill impairment assessment, the Company recorded a goodwill impairment expense of $2.0 million of its eCivis segment for the year ended December 31, 2020 and $18.0 million, $12.9 million and $1.3 Business Combinations (Successor) The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to the fair value of any contingent consideration are recorded in the Company’s consolidated statements of operations. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s consolidated financial statements may be provisional and thus subject to further adjustments within the permitted measurement period (a year from the date of acquisition), as defined in ASC 805. During the Successor Period ended December 31, 2019, adjustments were made within the permitted measurement period that resulted in (i) an increase in the aggregate consideration of the Acquisition of $0.4 million relating to the settlement of the working capital adjustments, (ii) the conversion of $0.04 million stock consideration to cash consideration for the correction of an investor’s status to a non-accredited investor, (iii) a decrease in intangible assets of $4.4 million, (iv) a decrease in contingent consideration as a result of the Acquisition of $7.5 million and (v) a decrease in the related deferred tax liability of $11.0 million due to updated information regarding facts and circumstances which existed as of the date of the business combination (the “Measurement Period Adjustments). These Measurement Period Adjustments have been reflected as current period adjustments in the Successor Period ended December 31, 2019 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The Measurement Period Adjustments primarily impacted goodwill, with no effect on earnings or cash in the current period. See Note 4. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets and goodwill for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent The Company accounted for leases prior to January 1, 2019 under ASC Topic 840. Fair Value The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value . ● Level 1 — uses quoted prices in active markets for identical assets or liabilities. ● Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. The Company’s only material financial instruments carried at fair value as of December 31, 2020 and 2019, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and are as follows: Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable December 31, Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 743 $ — $ — $ 743 Contingent consideration – long term 42,530 — — 42,530 Total liabilities measured at fair value $ 43,273 $ — $ — $ 43,273 Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable December 31, Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,680 $ — $ — $ 12,680 Contingent consideration – long term 41,233 — — 41,233 Total liabilities measured at fair value $ 53,913 $ — $ — $ 53,913 There were no transfers made among the three levels in the fair value hierarchy during the period after consummation of the Acquisition, which includes the 2019 Successor Period and the year ended December 31, 2020. The following table presents additional information about Level 3 liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Changes in Level 3 liabilities measured at fair value from December 31, 2019 to December 31, 2020 were as follows: Contingent consideration – December 31, 2019 $ 53,913 Change in fair value of contingent consideration 1,980 Issuance of exchangeable shares for contingent consideration (10,000) Issuance of common stock for contingent consideration (1,334) Payments of contingent consideration (1,286) Contingent consideration – December 31, 2020 $ 43,273 The fair value of the Company’s contingent consideration liabilities recorded as part of the Acquisition has been classified within Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments due to the sellers based on each company’s achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The fair values of the contingent consideration are calculated through the use of either Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements for each of the Acquired Companies. The analyses utilized the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, were further discounted by a credit spread assumption to account for credit risk. The contingent consideration is revalued to fair value each period, and any increase or decrease is recorded in operating income (loss). The fair value of the contingent consideration may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. As of December 31, 2020, the contingent consideration liability consists of consideration due to former shareholders of CityBase, shareholders associated with an asset purchase by eCivis prior to the Acquisition and shareholders associated with an asset purchase by Questica prior to the Acquisition. Shareholders associated with CityBase may receive, upon CityBase’s trailing twelve-month net revenue exceeding $37.0 million, or the CityBase threshold, on or prior to December 31, 2048, an earnout payment equal to a number of shares (or, in the case of certain individuals associated with CityBase who are not accredited investors, the cash value thereof) of our common stock calculated by dividing $54.5 million by: (i) $10.00 if the CityBase threshold is met on or prior to December 31, 2021 or (ii) the greater of (x) $10.00 or (y) the volume-weighted average closing price for the shares of our common stock for the 30 trading days immediately preceding the payment date if the CityBase threshold is met after December 31, 2021. The fair value of contingent consideration as of December 31, 2020 is $42.0 million. The valuation of contingent consideration as of December 31, 2020 was derived from a Monte Carlo simulation of payout patterns from revenue estimates provided by the Company. Pursuant to the terms of a 2018 asset purchase agreement by eCivis, shareholders associated with the purchase may receive cash consideration equal to 7.5% of new revenue between $500,000 and 999,999.99, 10% of new revenue above $1,000,000, 2% of renewal revenue up to 249,999.99 3% of renewal revenue between $250,000.00 to $749,999.99 and 5% above $750,000.00 in each earn-out year beginning in 2018 and ending in 2022. Only revenue derived from the acquired assets is eligible. The potential undiscounted amount of all future payments that the Company could be required to make is unlimited. The total fair value of the associated contingent liability as of December 31, 2020 is approximately $0.9 million. The valuation of contingent consideration as of December 31, 2020 was derived from a discounted cash flow model based on expected payment amounts estimated by the Company. In accordance with an asset purchase agreement by Questica, shareholders associated with the purchase may receive 50% of the net maintenance and subscription revenue derived from the assets purchased under the agreement less the value of any annual loss in each earn-out year beginning in 2018 and ending in 2021. The potential undiscounted amount of all future payments tha the Company could be required to make is unlimited. The fair value of the associated contingent liability as of December 31, 2020 was approximately $0.4 million and is based on the Company’s internal forecasts. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term nature of these instruments. The Company measures certain assets at fair value on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and other intangible assets. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As a result of our annual goodwill impairment assessment, the Company recorded a goodwill impairment expense of $2.0 million of its eCivis segment and $18.0 million, $12.9 million and $1.3 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination | |
Business Combination | Note 3. Business Combination Business Combination On February 19, 2019, the Company consummated the Business Combination, pursuant to which it acquired each of Bonfire, CityBase, eCivis, Open Counter, Questica, and Sherpa. In connection with the closing of the Business Combination (the “Closing”), pursuant to the GTY Agreement among the Company, GTY Cayman, and GTY Technology Merger Sub, Inc. (“GTY Merger Sub”), merged with and into GTY Cayman, with GTY Cayman surviving the merger as a direct, wholly-owned subsidiary of the Company, and in connection therewith the Company changed its name from GTY Govtech, Inc. to GTY Technology Holdings Inc. The acquisition qualifies as a business combination under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Bonfire Acquisition Under the Bonfire agreement, at Closing, the Company acquired Bonfire for aggregate consideration of approximately $48.0 million in cash and 2,156,014 shares of Company common stock valued at $10.00 per share and 2,161,741 shares of a related company (“Bonfire Exchangeco”), each of which is exchangeable for shares of Company common stock on a one-for-one basis at any time of the choosing of the holders of Bonfire capital stock (the “Bonfire Holders”). Of the shares issued to Bonfire Holders, 2,008,283 shares of Company common stock and 2,093,612 exchangeable shares in the capital stock of Bonfire Exchangeco (the “Bonfire Exchangeco Shares”) are subject to transfer restrictions for one year, which such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $3.1 million in cash and 690,000 shares of Company common stock were deposited into escrow for a period of up to one year to cover certain indemnification obligations of the Bonfire Holders. In September 2020, the cash and shares were released from escrow and delivered to the Bonfire Holders. Additionally, in accordance with the Bonfire agreement, 1,218,937 unvested options to purchase shares of Bonfire common stock were converted into 408,667 options to purchase shares of Company common stock. During the 2019 Successor Period, 193,645 shares of the Bonfire Exchangeco Shares were converted into the Company’s common stock on a one-for-one basis. The Bonfire Exchangeco Shares were subject to the transfer restrictions described above, and the common stock issued for these shares were subject to the same transfer restrictions, discussed above. During the 2019 Successor Period, the Company recorded a measurement period adjustment for the decrease in aggregate consideration of $0.1 million relating to the settlement of the working capital adjustment in accordance with the Bonfire agreement. CityBase Acquisition Under the CityBase agreement, at Closing, the Company acquired CityBase for aggregate consideration of approximately $62.2 million in cash and 3,155,961 shares of Company common stock valued at $10.00 per share. Holders of CityBase stock, (“CityBase Holders”) may elect to have their shares subject to transfer restrictions for up to one year or to have their shares subject to redemption at the Company’s option for a promissory note in an amount equal to $10.00 per share redeemed, which note would bear interest at a rate of 8% per annum in the first year after issuance and 10.0% per annum thereafter (subject to an increase of 1% for each additional 6 months that has elapsed without full payment of such note) (which option was not exercised and expired on the 90th day after the Closing). Prior to the consummation of the Business Combination, certain of the CityBase Holders agreed to purchase 380,937 Class A Ordinary Shares of GTY Cayman with the proceeds they would have otherwise received from the closing of the CityBase Transaction, which resulted in an approximate $3.8 million reduction to the amount of cash payable to the CityBase Holders. In addition, approximately $2.1 million in cash and 1,000,000 shares of Company common stock were deposited into escrow for a period of up to one year to cover certain indemnification obligations of the CityBase Holders. To date, $1.1 million in cash has been reimbursed to the Company for qualified legal expenses. For the year ended December 31, 2019, the Company recorded measurement period adjustments for (i) the increase in the aggregate consideration of $0.2 million relating to the settlement of the working capital adjustment in accordance with the CityBase Agreement, and (ii) the conversion of $0.04 million of stock consideration to cash consideration for the correction of an investor’s status to a non-accredited investor. eCivis Acquisition Under agreements with eCivis, at Closing, the Company acquired eCivis for aggregate consideration of approximately $14.0 million in cash and 2,883,433 shares of Company common stock valued at $10.00 per share, including 703,631 shares of the Company’s common stock, that are redeemable for cash at any time in the sole discretion of the Company for a price of $10.00 per share (the “Redeemable Shares”). Upon redemption of the Redeemable Shares, the Company will simultaneously redeem additional shares from the holder of eCivis capital stock (“eCivis Holder”) equal to 40% of the number of Redeemable Shares being redeemed (the “Additional Shares”) at $10 per share. If the Redeemable Shares are not redeemed by February 12, 2021, the Company will be subject to issuing additional shares, as calculated based on the number of outstanding Redeemable Shares. The shares not subject to a redemption right are subject to transfer restrictions for one year, provided; however, such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $3.6 million in cash and 242,200 shares of Company common stock were deposited into escrow for a period of up to one year to cover certain indemnification obligations of the eCivis Holders. In October 2020, the shares held in escrow and $1.9 million in cash were released to the eCivis Holders and $0.2 million was reimbursed to the Company for qualified legal expenses. During the 2019 Successor Period, 178,571 Redeemable Shares and 71,428 Additional Shares were redeemed. On January 7, 2021, the remaining redeemable shares outstanding were redeemed for approximately $8 million. During the 2019 Successor Period, the Company recorded a measurement period adjustment for the increase in aggregate consideration of $0.5 million relating to the settlement of the working capital adjustment in accordance with the eCivis agreements. Open Counter Acquisition Under agreements with Open Counter, at Closing, the Company acquired Open Counter for aggregate consideration of approximately $9.7 million in cash and 1,580,990 shares of Company common stock valued at $10.00 per share that were redeemable at the sole discretion of the Company (the “OC Redeemable Shares”) by holders of Open Counter capital stock (“Holders”). In March 2019, the OC Redeemable Shares were redeemed for a promissory note, which was subsequently repaid in March 2019. The shares that were not subject to a redemption right are subject to transfer restrictions for one year, provided; however, such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $1.3 million in cash and 164,554 shares of Company common stock were deposited into escrow for a period of one year to cover certain indemnification obligations of the Open Counter Holders. In August 2020, the cash and shares were released from escrow and delivered to the Open Counter Holders. During the 2019 Successor Period, the Company recorded a measurement period adjustment for the decrease in aggregate consideration of $0.1 million relating to the settlement of the working capital adjustment in accordance with the Open Counter Agreement and the Open Counter Letter Agreement. Questica Acquisition Under agreements with Questica, at Closing, the Company indirectly acquired Questica for aggregate consideration of approximately $44.4 million in cash and an aggregate of 2,600,000 Class A exchangeable shares in the capital stock of a related company (“Questica Exchangeco”), which is exchangeable into shares of the Company’s common stock, and 1,000,000 Class B shares in the capital stock of Questica Exchangeco, which is not exchangeable into shares of Company common stock, that were issued to the holders of Questica capital stock (the “Questica Holders”). In accordance with the Questica Shareholder Agreement dated as of February 12, 2019 by and among the Company and certain Questica Holders (the “Questica Shareholder Agreement”), 500,000 Class C exchangeable shares in the capital stock of Questica Exchangeco had been redeemable at the sole discretion of the Company at any time for $5.0 million plus all accrued and unpaid dividends, and may be exchanged for shares of Company common stock beginning on the sixty-first day following the Closing for a number of shares of Company common stock equal to $5.0 million plus accrued and unpaid dividends divided by the lesser of (i) $10.00 or (ii) the 5-day volume weighted average price (“VWAP”) at the time of exchange. In June 2019, these shares were redeemed for 500,000 shares of the Company common stock at the market price of $7.72, or $3.9 million, and transferred to permanent equity, and $1.3 million of cash. The incremental $0.2 million above the stated redemption price was recorded as a deemed dividend in the accompanying condensed consolidated financial statements. The Class A exchangeable shares in the capital stock of Questica Exchangeco are subject to transfer restrictions for one year, provided; however, such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $0.1 million in cash and 800,000 of the exchangeable shares described above were deposited into escrow for a period of one year to cover certain indemnification obligations of the Questica Holders. During the year ended December 31, 2020, the cash and exchangeable shares were released from escrow and delivered to the Questica Holders. Sherpa Acquisition Under agreements with Sherpa, at Closing, the Company indirectly acquired Sherpa for aggregate consideration of approximately $4.2 million in cash and 100,000 shares of Company common stock (valued at $10.00 per share) all of which are redeemable for a promissory note bearing interest equal to 5.5% per annum in the first year subsequent to issuance and 8.0% per annum thereafter at the sole discretion of the Company within seven days of the Closing. In addition, approximately $0.9 million in cash was deposited into escrow for a period of one year to cover certain indemnification obligations of the holders of Sherpa units. In August 2020, the cash was released from escrow and delivered to the Sherpa owner. During the 2019 Successor Period, the Company recorded a measurement period adjustment for the decrease in aggregate consideration of $0.2 million relating to the settlement of the working capital adjustment in accordance with the Sherpa agreements. The following is a summary of the initial consideration paid and issued to each Acquired Company: Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ 51,068 $ 50,078 (1) $ 325 $ 101,471 $ 3,639 $ 81,964 $ 22,668 $ 6,800 CityBase 64,261 41,560 48,410 154,231 782 119,741 48,155 14,447 eCivis 17,592 31,256 5,859 54,707 (1,788) 47,397 12,997 3,899 OpenCounter 10,958 17,455 — 28,413 (1,441) 22,524 10,471 3,141 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,479 33,821 10,147 Sherpa 5,105 1,000 1,898 8,003 1,066 3,497 4,914 1,474 Total $ 193,478 $ 172,349 $ 65,803 $ 431,630 $ 5,910 $ 332,602 $ 133,026 $ 39,908 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration During the 2019 Successor Period, the Company made the Measurement Period Adjustments that resulted in (i) an increase in the aggregate consideration of the Acquisition of $0.4 million relating to the settlement of the working capital adjustments, (ii) the conversion of $0.04 stock consideration to cash consideration for the correction of an investor’s status to a non-accredited investor, and (iii) a decrease in intangible assets of $4.4 million, (iv) a decrease in contingent consideration as a result of the Acquisition of $7.5 million and (v) a decrease in the related deferred tax liability of $11.0 million due to updated information regarding facts and circumstances which existed as of the date of the business combination. The Measurement Period Adjustments resulted in a net decrease to goodwill of $13.8 million. The following table is a summary of the measurement period adjustments to consideration paid and issued to each Acquired Company: Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ (97) $ — $ — $ (97) $ — $ (299) $ 202 $ — CityBase 246 (42) (7,535) (7,331) — (13,384) (2,241) (8,294) eCivis 481 — — 481 — 990 (1,071) (562) OpenCounter — — — — — (568) (139) (707) Questica — — — — — 492 (492) — Sherpa (214) — — (214) — (1,000) (688) (1,474) Total $ 416 $ (42) $ (7,535) $ (7,161) $ — $ (13,769) $ (4,429) $ (11,037) The following table is a summary of the final consideration paid and issued to each Acquired Company including the Measurement Period Adjustments: Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ 50,971 $ 50,078 (1) $ 325 $ 101,374 $ 3,639 $ 81,665 $ 22,870 $ 6,800 CityBase 64,507 41,518 40,875 146,900 782 106,357 45,914 6,153 eCivis 18,073 31,256 5,859 55,188 (1,788) 48,387 11,926 3,337 OpenCounter 10,958 17,455 — 28,413 (1,441) 21,956 10,332 2,434 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,971 33,329 10,147 Sherpa 4,891 1,000 1,898 7,789 1,066 2,497 4,226 — Total $ 193,894 $ 172,307 $ 58,268 $ 424,469 $ 5,910 $ 318,833 $ 128,597 $ 28,871 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration The following table represents the final allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values, including the Measurement Period Adjustments discussed above: Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Cash $ 4,641 $ 2,191 $ 136 $ 107 $ 6,762 $ 632 $ 14,469 Accounts receivable, net 323 1,018 720 46 1,257 587 3,951 Prepaid expense and other current assets 607 170 340 — 77 33 1,227 Fixed assets 118 500 56 29 182 2 887 Loan receivable - related party — 175 — — — — 175 Right of use assets 1,315 — 901 — 296 — 2,512 Other assets 369 783 30 — 1,061 — 2,243 Intangible assets 22,870 45,914 11,926 10,332 33,329 4,226 128,597 Goodwill 81,665 106,357 48,387 21,956 57,971 2,497 318,833 Accounts payable and accrued expenses (1,085) (1,192) (586) (124) (909) (188) (4,084) Contract liabilities (1,221) (816) (1,635) (483) (2,774) — (6,929) Lease liability - short term (366) — — — (296) — (662) Deferred tax liability (6,800) (6,153) (3,337) (2,434) (10,147) — (28,871) Other current liabilities — — (3) (491) (767) — (1,261) Capital lease obligations - current portion — (139) — — — — (139) Contract and other long-term liabilities (60) (1,646) (56) — — — (1,762) Capital lease obligation, less current portion — (262) — — — — (262) Long term debt — — — (525) — — (525) Lease liability - long term (1,002) — (901) — — — (1,903) Contingent consideration - pre-existing — — (790) — (1,237) — (2,027) Total consideration $ 101,374 $ 146,900 $ 55,188 $ 28,413 $ 84,805 $ 7,789 $ 424,469 Transaction Costs Transaction costs incurred by the Company associated with the Acquisition were $37.0 million in the 2019 Successor Period. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets In connection with the business combinations on February 19, 2019, the Company recognized goodwill and certain identifiable intangible assets, which were subsequently adjusted with measurement period adjustments. See Note 3. Goodwill The following table provides a rollforward of Goodwill for the year ended December 31, 2020 and 2019 Successor Period: Bonfire CityBase eCivis Open Counter Questica Sherpa Total Balance at February 18, 2019 — — — — — — — Goodwill in purchase price allocation 81,964 119,741 47,397 22,524 57,479 3,497 332,602 Measurement period adjustment (299) (13,384) 990 (568) 492 (1,000) (13,769) Goodwill impairment (12,921) (18,030) (1,247) — — — (32,198) Balance at December 31, 2019 68,744 88,327 47,140 21,956 57,971 2,497 286,635 Goodwill impairment — — (2,000) — — — (2,000) Balance at December 31, 2020 68,744 88,327 45,140 21,956 57,971 2,497 284,635 Goodwill is tested for impairment at least annually by comparing the estimated fair values of the reporting units to their relative carrying values. The Company uses the income and market methods to estimate the fair value of the asset, which is based on forecasts of the expected future cash flows of the respective reporting unit. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and probability). Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. The Company believes its estimates and assumptions utilitized in its impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in the valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to estimate fair value for purposes of establishing or subsequently impairing the carrying mount of goodwill, the Company may need to record additional non-cash impairment charges in the future. For the year ended December 31, 2020, the Company recorded goodwill impairment of $2.0 million. During 2020, the Company determined that the fair value of the eCivis reporting unit was less than its carrying value. As a result, the Company recorded a $2.0 million impairment charge. This reduction was largely due to the reporting unit’s inability to service its existing backlog during the Covid-19 pandemic. Significant judgment was required to estimate the fair value of the reporting unit, and the Company obtained the assistance of a third-party valuation specialist. To demonstrate the sensitivity of the estimates, a change in 100 basis points of the discount rate would result in an approximate 8% change in the fair value of the reporting unit. For the 2019 Successor Period, the Company recorded goodwill impairment of $32.2 million. The reporting units CityBase, Bonfire, and eCivis reported an $18.0 million, $12.9 million and $1.2 million impairment charge, respectively. These reductions were largely due to material differences between revenue growth forecasts and actual results. Significant judgment was required to estimate the fair value of these reporting units, and the Company obtained the assistance of a third-party valuation specialist. Intangible Assets Identifiable intangible assets consist of the following as of December 31, 2020 and 2019: December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (14,026) $ 46,058 Trade Names / Trademarks 16,348 (3,227) 13,121 Customer Relationships 51,003 (9,514) 41,489 Non-Compete Agreements 1,162 (723) 439 Total Intangibles $ 128,597 $ (27,490) $ 101,107 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (6,496) $ 53,588 Trade Names / Trademarks 16,348 (1,579) 14,769 Customer Relationships 51,003 (4,400) 46,603 Non-Compete Agreements 1,162 (334) 828 Total Intangibles $ 128,597 $ (12,809) $ 115,788 Amortization expense recognized by the Company related to intangible assets for the year ended December 31, 2020 and 2019 Successor Period was $14.7 million and $12.8 million, respectively. Amortization expense recognized by the Predecessor for the 2019 Predecessor Period was $32,000. There were no The following are the useful lives of acquired intangible assets: Useful Lives (Years) Patents / Developed Technology 8 Trade Names / Trademarks 1-10 Customer Relationships 10 Non-Compete Agreements 3 The estimated aggregate future amortization expense for intangible assets is as follows: Year ended December 31, 2021 14,611 Year ended December 31, 2022 14,276 Year ended December 31, 2023 14,224 Year ended December 31, 2024 14,263 Year ended December 31, 2025 14,224 Thereafter 29,509 $ 101,107 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 5. Related Party Transactions Convertible Note On August 8, 2018, GTY Cayman issued the Convertible Note to GTY Investors, LLC (the “Sponsor”), pursuant to which GTY Cayman was able to borrow up to $1 million from the Sponsor from time to time. The Convertible Note did not bear interest. The Sponsor had the option to convert any amounts outstanding under the Convertible Note, up to $1.0 million in the aggregate, into warrants at a conversion price of $1.50 per warrant. The terms of such warrants were identical to the private placement warrants. During the period ended March 31, 2019, GTY drew down $0.4 million on the Convertible Note, resulting in $1.0 million principal amount outstanding. The $1.0 million principal amount was offset against amounts due from the Sponsor (see “Agreements and Arrangements with Certain Institutional Investors”) and, as of December 31, 2019, there was no Agreements and Arrangements with Certain Institutional Investors On February 13, 2019, GTY Cayman, the Sponsor, William D. Green, Joseph M. Tucci and Harry L. You (Messrs. Green, Tucci and You, collectively, the “Founders”) entered into agreements and arrangements with certain institutional investors pursuant to which a total of 1,500,000 Class A Ordinary Shares of GTY Cayman were not redeemed in connection with the business combination (the “Outstanding Cayman Shares”). The holder of Outstanding Cayman Shares which were converted into shares of the Company’s common stock on the Closing Date on a one-for-one basis is entitled to put such shares to the Sponsor and the Founders for a purchase price equal to the price at which GTY Cayman redeemed Class A Ordinary Shares in connection with the business combination, $10.29 (the “redemption price”), payment of such purchase price is guaranteed by the Company, and to receive from the Company a cash payment, if and to the extent necessary, but not to exceed $250,000, in order to provide such shareholder with at least a 5% return on such shares above the redemption price. With respect to 1,000,000 of the Outstanding Cayman Shares, GTY Cayman engaged a broker-dealer to facilitate the purchase of the Outstanding Cayman Shares by an institutional investor prior to the Closing for $9.90 per share and agreed to pay such broker-dealer an amount per share in cash equal to the difference between the redemption price and $9.90. In addition, the Sponsor and the Founders entered into agreements prior to the Closing pursuant to which they were obligated to reimburse the holders of an additional 1,942,953 Class A Ordinary Shares that were not redeemed in connection with the business combination (the “Outstanding Class A Shares”) for losses that may be incurred upon the sale of the Outstanding Class A Shares within a specified period following the Closing, up to an agreed-upon limit, and the Company agreed to guarantee such reimbursement obligations of the Sponsor. During the Q1 2019 Successor Period, the Company, on behalf of the Sponsor, paid $4.0 million for losses incurred upon the sale of the Outstanding Class A Shares and, in turn, the Company reduced its convertible note liability for $1.0 million (see “Convertible Note”). During the 2019 Successor Period, the Sponsor reimbursed the Company for the remaining $3.0 million for such losses on the Outstanding Class A Shares. As of December 31, 2019, the Outstanding Class A Shares are no longer guaranteed by the Founders or the Company. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 6. Share-Based Compensation Stock Options In connection with the Acquisition, the Company adopted a stock option plan and issued 408,667 stock options to employees. The total fair value of the stock options at the grant date was $3.6 million. A summary of stock option activity is as follows: Weighted Average Weighted Remaining Average Contractual Total Number of Exercise Life (in Intrinsic Shares Price years) Value Outstanding as of December 31, 2019 274,559 $ 2.14 7.9 $ 1,293 Granted — — — — Exercised (8,080) 1.16 Forfeited/expired (20,575) 1.16 Outstanding as of December 31, 2020 245,904 $ 2.26 7.0 $ 1,130 Options vested and exercisable 172,582 $ 2.24 6.9 $ 795 For the year ended December 31, 2020 and the 2019 Successor Period, the Company recorded approximately $0.5 million and $2.6 million of share-based compensation expense, respectively, related to the options. As of December 31, 2020, the Company has $0.5 million of unrecognized share-based compensation cost which will be recognized over 0.6 years. Restricted Stock Units Subsequent to the Acquisition, the Company adopted a plan to issue restricted stock units (“RSUs”) to employees as annual performance awards. RSUs may vest in ratable annual installments over either two from the grant date, or RSUs may vest subject to the achievement of certain performance conditions over a three-year performance period, in each case, assuming continuous service by the employees through the applicable vesting dates. A summary of the Company's restricted stock units and related information is as follows: Weighted Average Number of Units Grant Price Unvested as of December 31, 2019 3,278,324 $ 6.55 Granted 3,054,100 5.05 Vested (786,137) 5.20 Forfeited/expired (2,265,997) 7.33 Unvested as of December 31, 2020 3,280,290 $ 4.94 For the year ended December 31, 2020 and the 2019 Successor Period, the Company recorded approximately $8.2 million and $2.8 million of share-based compensation expense, respectively, related to the RSUs. As of December 31, 2019, the Company had unrecognized share-based compensation expense related to all unvested restricted stock units of $11.3 million. The weighted average remaining contractual term of unvested RSUs that is time based is approximately 1.1 years at December 31, 2020. As of December 31, 2020, 731,032 unvested RSUs contained performance conditions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | Note 7. Leases The Company leases office space under agreements classified as operating leases that expire on various dates through 2030. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases. The following summarizes quantitative information about the Company’s leases: Year Ended December 31, 2020 Bonfire CityBase eCivis Questica Total Finance lease cost Amortization of right-of-use assets $ — $ 68 $ — $ — $ 68 Interest — 159 — — 159 Operating lease cost 431 610 260 581 1,882 Total least cost $ 431 $ 837 $ 260 $ 581 $ 2,109 Bonfire CityBase Questica Total Weighted-average remaining lease term (years) – finance leases N/A 1.2 N/A 1.2 Weighted-average remaining lease term (years) – operating leases 1.5 0.9 9.7 7.5 Weighted-average discount rate – finance leases N/A 13.3 % N/A 13.3 % Weighted-average discount rate – operating leases 9.9 % 10.0 % 4.8 % 6.2 % As of December 31, 2020, future minimum lease payments under non-cancellable leases are as follows: Bonfire CityBase Questica Operating Leases Finance Leases Year Ended December 31, 2021 482 458 404 1,344 581 Year Ended December 31, 2022 257 — 405 662 197 Year Ended December 31, 2023 — — 361 361 — Year Ended December 31, 2024 — — 346 346 — Year Ended December 31, 2025 — 413 413 — Thereafter — — 2,087 2,087 — Total 739 458 4,016 5,213 778 Less present value discount (44) (38) (888) (970) (50) Present value of lease liabilities $ 695 $ 420 $ 3,128 $ 4,243 $ 728 |
Term Loans
Term Loans | 12 Months Ended |
Dec. 31, 2020 | |
Term Loans | |
Term Loans | Note 8. Term Loans Credit Facility On February 14, 2020, the Company entered into an unsecured term loan credit facility (“February 2020 Credit Facility) that provides for borrowing of term loans in an aggregate principal amount of $12.0 million. The credit facility had a maturity date of twelve months from the borrowing date of the term loans. On the closing date, the Company fully drew on the credit facility net of deferred issuance costs of $0.7 million. The $0.7 million of deferred issuance costs included $0.4 million of fees to be applied against interest and $0.3 million of other issuance costs. Amounts outstanding under the credit facility bore interest from the date the term loans were first made until the last day of the fiscal month immediately following the six-month anniversary of such initial borrowing date at a rate per annum equal to twelve percent. Commencing on the first day of each fiscal month thereafter, the interest rate increased by one percent per annum until the termination date. The February 2020 Credit Facility was terminated on November 13, 2020 and $0.2 million of unamortized deferred issuance costs were expensed and included in other income, net. On November 13, 2020, the Company entered into a senior secured term loan facility (“November 2020 Credit Facility”) that provides for borrowing of term loans in an aggregate principal amount of $25,000,000. The November 2020 Credit Facility has a maturity date of 30 months from the borrowing of the term loans. On the closing date, the Company fully drew on the November 2020 Credit Facility and replaced the Company's February 2020 Credit Facility. Amounts outstanding under the November 2020 Credit Facility accrue interest at a rate of eight percent plus LIBOR or 8.15% at December 31, 2020 and two percent payment-in-kind (“PIK”) interest. The November 2020 Credit Facility is supported by a security interest in the assets of the Company and includes certain financial covenants pertaining to annual recurring revenue, revenue, and cash. As of December 31, 2020, the Company was compliant with all financial covenants. For the year ended December 31, 2020, the Company recognized $1.1 million of interest expense under the February 2020 and November 2020 Credit Facilities and approximately $0.5 million of debt issuance costs. At December 31, 2020, the Company had accrued approximately $0.2 million of accrued interest. Paycheck Protection Plan Loans (PPP Loans) In April and May 2020, the Company’s subsidiaries CityBase, eCivis, and Sherpa received $2.0 million, $0.9 million and $0.2 million, respectively, in loan proceeds from the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”) of the United States government. This program was established under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) which was created to provide fast and direct economic assistance for American workers and families, small businesses, and preserves jobs for American industries. The Company is using the funds to support the compensation expenses related to its US employees. These loans mature two years from the date of issuance and accrue interest at a rate of one percent per annum. As of December 31, 2020, the Company accounted for these loans in accordance with ASC 470. The Company expects to seek forgiveness for these loans during the year ended December 31, 2021. The Company’s term loans are summarized as follows: November 2020 PPP Loans Total Principal $ 25,000 $ 3,210 $ 28,210 Payment-in-kind ("PIK") accrued interest 69 — 69 Unamortized deferred issuance costs (1,647) — (1,647) Term loans, net $ 23,422 $ 3,210 $ 26,632 Maturity Date May 2023 April and May 2022 Interest Rate 8% + LIBOR 1% PIK Interest Rate 2% 0% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | Note 9. Income Taxes The components of the income tax provision (benefit) are as follows: 2020 2019 Domestic Federal Current $ 234 $ — Deferred (1,640) (6,605) State Current 108 3 Deferred (251) (3,459) Foreign Current — (56) Deferred (890) 1,522 Total $ (2,439) $ (8,595) A reconciliation of the US federal statutory tax rates and the effective tax rates is as follows: 2020 2019 Statutory federal income tax provision 21.0% 21.0% State taxes, net of federal income tax effect 4.5% 2.6% Foreign taxes 0.6% (8.8)% Goodwill impairment expense 0.0% (3.9)% Permanent items (6.8)% 0.0% Nondeductible merger expenses 0.0% (3.3)% Valuation allowance (14.2)% (0.7)% Other 0.2% 1.3% Total 5.3% 8.2% Deferred tax assets (liabilities) comprised the following temporary differences between the financial statement carrying amounts and the tax basis of assets at December 31 and income tax attributes: 2020 2019 Deferred tax assets: Depreciation $ — $ 1,035 Settlement amount 985 985 Stock-based compensation 2,391 487 Lease liability 125 510 Net operating losses 20,858 19,094 Tax credits 589 238 Deferred revenue 1,380 — Deferred commissions 819 — Other 496 (32) Total deferred tax assets 27,643 22,317 Less: valuation allowance (7,367) (794) Deferred tax assets, net of valuation allowance 20,276 21,523 Deferred tax liabilities: Property and equipment (901) — Intangible Assets (36,177) (41,316) Right of use assets (119) (483) State deferreds (561) — Other (12) — Total deferred tax liabilities (37,770) (41,799) Net deferred taxes $ (17,494) $ (20,276) The Company’s valuation allowance for the year ended December 31, 2020 and 2019 Successor Period was approximately $7.4 and $0.8 million, respectively, relating to U.S. tax credits and federal net operating losses that we do not believe a tax benefit is more likely than not to be realized. The Company has approximately $61.5 million of United States federal net operating losses and $9.7 million of Canadian federal net operating losses. The United States federal net operating losses will begin to expire in 2033. The Canadian federal net operating losses will begin to expire in 2039. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expirations of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes includes, but are not limited to, a cumulative stock ownership change of greater than 50% over a three-year period. The Company and its subsidiaries are subject to Canadian and United States federal income tax, as well as income and franchise tax in multiple state and provincial jurisdictions. The Canadian and United States federal tax years ended December 31, 2017, and subsequent years, are open for the assessment of taxes and various state and provincial tax years ended December 31, 2016, and subsequent years, are open for the assessment of taxes. The 2017 Tax Cuts and Jobs Act (Tax Act) imposed a mandatory transition tax on accumulated foreign earnings and generally eliminated U.S. taxes on foreign subsidiary distribution. As a result, accumulated earnings in foreign jurisdictions are available for distribution to the U.S. without incremental U.S. taxes. As of December 31, 2020 and 2019, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company. In connection with the Business Combination, the Company was involved in legal proceedings with OpenGov, Inc (“OpenGov”). On February 19, 2020, the Company entered into a settlement agreement with OpenGov to resolve all pending claims without any admission or concession of wrongdoing by the Company or other defendants. Pursuant to the settlement agreement, the Company recorded $3.3 million in acquisition costs for the 2019 Successor Period and accrued expenses as of December 31, 2019. See Note 12. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor have it been sued in connection with these indemnification arrangements. As of December 31, 2020 and 2019, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is not probable or reasonably estimable. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | Note 11. Shareholders’ Equity Initial Public Offering Redemption Shares In connection with a shareholder meeting called to approve the business combination, the Company provided the holders of its outstanding Class A ordinary shares sold in the Company’s initial public offering (the “public shareholders”) with the opportunity to redeem all or a portion of their public shares. The public shareholders were entitled to redeem their public shares for a pro rata portion of the remaining balance in the trust account established in connection with the Company’s initial public offering for the benefit of the Company’s public shareholders and into which substantially all of the proceeds from the initial public offering were deposited (the “Trust Account”). The remaining 20,289,478 GTY Cayman public shares were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In connection with the Business Combination, 11,073,040 Class A ordinary shares of GTY were redeemed for $114.0 million, at a per share price of approximately $10.29. The remaining 9,216,438 shares with a redemption value of $88.9 million were transferred to permanent equity. Subscription Agreement Immediately prior to the Closing, pursuant to subscription agreements (the “Subscription Agreements”), dated as of various dates from January 9, 2019 through February 12, 2019, by and among GTY and certain institutional and accredited investors party thereto (the “Subscribed Investors”), GTY Cayman issued to the Subscribed Investors an aggregate of 12,863,098 Class A ordinary shares of GTY for $10.00 per share, for an aggregate cash purchase price of approximately $126.4 million and paid fees of $1.1 million, including three such Subscription Agreements with certain CityBase holders (including Michael Duffy, the chief executive officer of CityBase) for an aggregate of 380,937 Class A ordinary shares of GTY at a price of $10.00 per share, for an aggregate cash purchase price of approximately $3.8 million. The Class A ordinary shares of GTY issued to the Subscribed Investors were cancelled and exchanged on a one-for-one basis for shares of Company common stock at the Closing. In connection with the Subscription Agreements, immediately prior to the Closing, the Sponsor surrendered to GTY Cayman for cancellation (at no cost to GTY) 231,179 Class B (founder) shares, which have been retroactively adjusted in the accompanying statement of stockholders equity, and sold 500,000 private placement warrants held by it to an accredited investor in a private placement for an aggregate of $250,000 or $0.50 per warrant (which was $1.00 per warrant less than the price originally paid for such warrants). GTY Merger Share Exchange In connection with the GTY Merger, all of the issued and outstanding shares of GTY Cayman were exchanged for an equal number of shares of GTY common stock and immediately before the exchange, each outstanding unit was separated into its component Class A ordinary share and warrant. Upon the exchange, 22,978,520 Class A and 13,568,821 Class B shares of GTY Cayman were exchanged for an aggregate of 36,547,341 shares of common stock of GTY. Shares issued in the Acquisition As part of the consideration for the Acquisition, the Company issued (a) 11,973,154 shares of common stock (as adjusted by the Measurement Period Adjustment below), of which 3,955,442 are redeemable at the option of the Company (the “Acquisition Redemption Shares”) (see Note 3), (b) 2.6 million Class A and 0.5 million Class C shares (the “Class C Shares”) of Questica Exchangeco (the “Questica Shares”) and 2,161,741 shares of Bonfire Exchangeco shares (collectively, the “Exchange Shares”) that are exchangeable into an equal number of common stock. The Exchange Shares are recorded as common shares of the Company. The Company also issued 1,000,000 Class B shares of Questica Shares which are not exchangeable for common stock and thus have no value. The shares issued as consideration in the Acquisition were valued at $10 per share in the accompanying condensed consolidated financial statements. The 0.5 million Class C Shares were redeemable at the option of the shareholder at $10 per share, and thus the Company had classified the Class C Shares in the capital stock of Questica Exchangeco as temporary equity in accordance with ASC 480 - "Distinguishing Liabilities from Equity." In June 2019, these shares were redeemed for 0.5 million shares of Common Stock at the market price of $7.72, or $3.9 million, and transferred to permanent equity, and $1.3 million of cash. The incremental $0.2 million above the stated redemption price was recorded as a deemed dividend in the accompanying condensed consolidated financial statements. In April 2019, 193,645 shares of the Bonfire Exchangeco Shares were converted into the Company’s Common Stock on a one-for-one basis (see Note 3). For the 2019 Successor Period ended December 31, 2019, there was a Measurement Period Adjustment to change $41,500, or 4,150 shares, of stock consideration to cash consideration (see Note 3). During the year-ended December 2019, the option to redeem 3,155,961 shares from the acquisition of CityBase was not exercised and expired and the 100,000 OC Redeemable Shares were redeemed. As of December 31, 2019, 525,060 shares of the Acquisition Redemption Shares, resulting from the Redeemable Shares from the acquisition of eCivis, remain redeemable at the option of the Company. The Redeemable Shares from the acquisition of eCivis require the Company to simultaneously redeem the Additional Shares (equal to 40% of the number of Redeemable Shares being redeemed). If the Redeemable Shares are not redeemed by February 12, 2020 and February 12, 2021, respectively, the Company is required to issue additional shares, as calculated based on the number of outstanding Redeemable Shares. On February 20, 2020, the Company issued 334,254 of these additional shares with respect to the February 12, 2020 deadline and recorded a loss of $2.1 million. In March 2020 and April 2020, 246,097 and 230,199 shares of the Bonfire Exchangeco Shares were converted into the Company’s common stock on a one-for-one basis, respectively. In September 2020, to correct an over allocation of common shares held in escrow, 352,675 shares of common stock were returned to the Company and 352,675 of the Bonfire Exchangeco Shares were issued to the Bonfire Holders. Common Stock In June 2019, the Company issued 3.5 million shares of common stock in a registered direct offering for $25.5 million, at a price of $7.70 per share, net of $1.5 million of offering costs. In June 2019, two Bonfire employees cashless exercised 284 stock options and the Company issued 117 shares of common stock. For the year ended December 31, 2019, Bonfire employees exercised 112,526 stock options for the issuance of 112,526 shares of common stock. In December 2019, 97,595 shares of common stock were issued for the vesting of RSUs. In February 2020 and April 2020, the Company issued 1,550,388 of exchangeable shares and 336,965 shares of common stock to the former shareholders of Questica and Sherpa, respectively, for contingent consideration related to achieving certain acquisition related milestones. In December 2020, the Company issued 2.0 million shares of common stock in a registered direct offering for $7.0 million at a price of $3.50 per share. Share Repurchases In March 2019, the Company redeemed 100,000 shares of common stock, the OC Redeemable Shares (See Note 3), for a promissory note in the principal amount of $1,000,000, which was subsequently repaid in March 2019, and included these in Treasury Stock in the accompanying condensed consolidated balance sheets. In July 2019, in accordance with the eCivis agreements, the Company repurchased 250,000 shares of common stock (178,571 Redeemable Shares and 71,428 Additional Shares) for $2.5 million. These shares were included in Treasury Stock in the accompanying condensed consolidated balance sheets at the stock price on the date of the repurchases, or $1.7 million, and the remaining $0.8 million is included in Loss from repurchase of shares in the condensed consolidated statements of operations and comprehensive loss. For the 2019 Successor Period, the Company repurchased 616,366 shares of common stock for $5.2 million. These shares were included in Treasury Stock in the accompanying condensed consolidated balance sheets at the stock price on the date of the repurchases, or $4.2 million, and the remaining $1.0 million is included in Loss from repurchase of shares in the condensed consolidated statements of operations and comprehensive loss. During the year ended December 31, 2020, the Company purchased 127,712 shares of common stock from employees under the Company’s RSU plan. Preferred Shares issued Warrants At December 31, 2020 and 2019, there were a total of 27,093,334 warrants outstanding. The warrants were originally sold as part of the units offered in the IPO. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the reported last sale price of common stock equals or exceeds $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 the Company sends the notice of redemption to the warrant holders. The warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting | |
Segment Reporting | Note 12. Segment Reporting The Company conducts the business through the following six operating segments: Bonfire, CityBase, eCivis, Open Counter, Questica and Sherpa. The accounting policies of the operating segments are the same as those described in Note 2. Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets. The following provides operating information about the Company’s reportable segments for the periods presented (in thousands): GTY Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Successor Year ended December 31, 2020 Total revenue $ — $ 7,806 $ 8,863 $ 6,693 $ 2,645 $ 16,527 $ 5,594 $ 48,128 Cost of revenues — 1,520 6,682 3,030 563 3,446 3,227 18,468 Income (loss) from operations (10,459) (4,750) (22,557) (4,233) (2,220) 830 671 (42,718) Amortization of intangible assets — 2,658 5,504 1,310 1,208 3,526 475 14,681 Depreciation expense — 138 459 41 — 221 4 863 Interest income (expense), net (1,663) 2 (92) (6) — — 1 (1,758) Benefit from (provision for) income taxes (1,334) 691 1,922 1,294 669 (143) (660) 2,439 Successor February 19, 2019 through December 31, 2019 Total revenue $ — $ 3,863 $ 7,122 $ 4,742 $ 1,408 $ 10,005 $ 4,375 $ 31,515 Cost of revenues — 1,003 5,063 1,744 367 2,375 1,376 11,928 Loss from operations (28,752) (22,860) (32,666) (772) (2,159) (14,346) (2,362) (103,917) Amortization of intangible assets — 2,286 4,750 1,133 1,039 3,031 570 12,809 Depreciation expense — 62 132 24 5 130 2 355 Interest income (expense), net 530 14 (327) (1) — 9 — 225 Benefit from (provision for) income taxes 3,579 1,820 4,230 989 602 (3,285) 660 8,595 Predecessor January 1, 2019 through February 18, 2019 Total revenue $ — $ 593 $ 820 $ 673 $ 298 $ 1,913 $ 631 $ 4,928 Cost of revenues — 124 746 267 51 296 130 1,614 Income (loss) from operations — (741) (1,499) (265) 46 550 354 (1,555) Amortization of intangible assets — — — 32 — — — 32 Depreciation expense — 70 33 22 1 22 — 148 Interest income (expense), net — 5 (69) — (111) 5 — (170) Benefit from (provision for) income taxes — — — — — — — — Successor As of December 31, 2020 Goodwill $ — $ 68,744 $ 88,327 $ 45,140 $ 21,956 $ 57,971 $ 2,497 $ 284,635 Assets 31,407 92,841 110,339 55,676 28,474 102,436 11,274 432,447 Successor As of December 31, 2019 Goodwill $ — $ 68,744 $ 88,327 $ 47,140 $ 21,956 $ 57,971 $ 2,497 $ 286,635 Assets 25,899 92,803 122,851 59,456 29,995 97,013 6,376 434,393 Revenues from North America customers accounted for greater than 90% of the Company’s revenues for the periods presented. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 13. Subsequent Events On January 7, 2021, the Company paid approximately $8.0 million for 521,429 shares of common stock to settle its Redeemable Shares pursuant to the eCivis Cash Waiver Letter. See Note 3. On February 19, 2021, the Company granted 849,879 restricted stock units which vest over a range of one |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Acquisition was accounted for as a business combination using the acquisition method of accounting. The Company’s financial statement presentation distinguishes the results of operations into two distinct periods: (i) the period before the consummation of the Acquisition, which includes the period from January 1, 2019 to the Closing Date (the “2019 Predecessor Period”) and (ii) the period after consummation of the Acquisition which includes the period after the Closing Date to December 31, 2019 (“2019 Successor Period”), and the year ended December 31, 2020. The accompanying consolidated financial statements include a black line division which indicates that the Acquired Companies and the Company’s financial information are presented on a different basis and are therefore, not comparable. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 3 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Acquisition. The historical financial information of GTY Cayman prior to the Acquisition is not being reflected in the Predecessor financial statements as these historical amounts have been determined not to be useful to a user of the financial statements. GTY Cayman’s operations prior to the Acquisition, other than income from the Trust Account (as defined in Note 11. Shareholders’ Equity) investments and transaction expenses, were nominal. |
Principles of Consolidation | Principles of Consolidation The Successor Period consolidated financial statements include all accounts of the Company and its subsidiaries. The Predecessor Period consolidated financial statements include all accounts of the Acquired Companies and the Acquired Companies’ subsidiaries and does not represent a single legal entity. All material intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. |
Reclassification | Reclassification Certain prior period balance sheet and statement of operations amounts have been reclassified to conform to the current presentation. These reclassifications did not significantly impact any prior amounts of reported total assets or total liabilities, and did not impact stockholders’ equity or cash flows. |
Liquidity | Liquidity As reflected in the accompanying consolidated financial statements, the Company reported a net loss of $44.0 million and $95.7 million for the year ended December 31, 2020 and the Successor Period 2019, respectively, and had an accumulated deficit of $129.0 million as of December 31, 2020. The Company’s net cash used in operations was $13.0 million for the year ended December 31, 2020. In April and May 2020, the Company received $3.2 million in proceeds from loans under the Paycheck Protection Program. In November 2020, the Company entered into a senior secured term loan facility that provides for borrowing of term loans in an aggregate principal amount of $25.0 million. In December 2020, the Company issued 2.0 million shares of common stock in a registered direct offering for $7.0 million at a price of $3.50 per share. As of December 31, 2020, the Company had $22.8 million in cash and cash equivalents, largely from the above financing sources. Based on the Company’s current expectations of revenues and expenses, the Company expects that its current cash and cash equivalents is sufficient to meet its liquidity needs for twelve months after the issuance of these financial statements. If the Company’s revenues do not grow as expected and if the Company is unable to manage expenses sufficiently, the Company may be required to obtain additional equity or debt financing. Although the Company has been previously able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to the Company or existing shareholders. If the Company is unable to secure additional financing, as circumstances require, or does not succeed in meeting its sales objectives, it may not be able to continue its operations. |
Segments | Segments The Company has six operating segments. The Company’s Chief Executive Officer and Chief Financial Officer, who jointly are the Company’s chief operating decision maker, review financial information for each of the Acquired Companies, together with certain consolidated operating metrics, to make decisions about how to allocate resources and to measure the Company’s performance. See Note 12. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. Cash and cash equivalents are recorded at cost, which approximates fair value. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due from our customers, which are primarily located throughout the United States and Canada. Accounts receivable are recorded at the invoiced amount, do not require collateral, and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded when events or circumstances indicate an additional allowance is required based on the Company’s specific identification approach. The allowance for doubtful accounts as of December 31, 2020 and 2019 was immaterial. Bad debt expense for all periods presented was immaterial. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash accounts in a financial institution at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2020 and 2019, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Additionally, all Canadian Dollars (“CDN”) institution amounts are covered by Canada Deposit Insurance Corporation, or CDIC insurance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further customer slowdowns or shutdowns, depress demand, and adversely impact results of operations. During the year ended December 31, 2020, the Company faced significant uncertainties and continues to expect uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic . Estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in the consolidated financial statements. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Property, plant and equipment is depreciated using the straight-line method over five fifteen three five Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. |
Capitalized Software Costs | Capitalized Software Costs The Company capitalizes costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. For the year ended December 31, 2020 and 2019 Successor Period, the Company capitalized $0.3 million and $0.8 million for internal use software, respectively. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired customer relationships, acquired developed technology, trade names and non-compete agreements which were acquired as part of the Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Under ASC 350, Intangibles – Goodwill and Other qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform the quantitative goodwill impairment test. As a result of the Acquisition, the Company acquired goodwill during the Successor Period. There was minimal goodwill prior to the Acquisition. As a result of our annual goodwill impairment assessment, the Company recorded a goodwill impairment expense of $2.0 million of its eCivis segment for the year ended December 31, 2020 and $18.0 million, $12.9 million and $1.3 |
Business Combinations (Successor) | Business Combinations (Successor) The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to the fair value of any contingent consideration are recorded in the Company’s consolidated statements of operations. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s consolidated financial statements may be provisional and thus subject to further adjustments within the permitted measurement period (a year from the date of acquisition), as defined in ASC 805. During the Successor Period ended December 31, 2019, adjustments were made within the permitted measurement period that resulted in (i) an increase in the aggregate consideration of the Acquisition of $0.4 million relating to the settlement of the working capital adjustments, (ii) the conversion of $0.04 million stock consideration to cash consideration for the correction of an investor’s status to a non-accredited investor, (iii) a decrease in intangible assets of $4.4 million, (iv) a decrease in contingent consideration as a result of the Acquisition of $7.5 million and (v) a decrease in the related deferred tax liability of $11.0 million due to updated information regarding facts and circumstances which existed as of the date of the business combination (the “Measurement Period Adjustments). These Measurement Period Adjustments have been reflected as current period adjustments in the Successor Period ended December 31, 2019 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The Measurement Period Adjustments primarily impacted goodwill, with no effect on earnings or cash in the current period. See Note 4. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets and goodwill for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent The Company accounted for leases prior to January 1, 2019 under ASC Topic 840. |
Fair Value | Fair Value The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value . ● Level 1 — uses quoted prices in active markets for identical assets or liabilities. ● Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. The Company’s only material financial instruments carried at fair value as of December 31, 2020 and 2019, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and are as follows: Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable December 31, Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 743 $ — $ — $ 743 Contingent consideration – long term 42,530 — — 42,530 Total liabilities measured at fair value $ 43,273 $ — $ — $ 43,273 Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable December 31, Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,680 $ — $ — $ 12,680 Contingent consideration – long term 41,233 — — 41,233 Total liabilities measured at fair value $ 53,913 $ — $ — $ 53,913 There were no transfers made among the three levels in the fair value hierarchy during the period after consummation of the Acquisition, which includes the 2019 Successor Period and the year ended December 31, 2020. The following table presents additional information about Level 3 liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Changes in Level 3 liabilities measured at fair value from December 31, 2019 to December 31, 2020 were as follows: Contingent consideration – December 31, 2019 $ 53,913 Change in fair value of contingent consideration 1,980 Issuance of exchangeable shares for contingent consideration (10,000) Issuance of common stock for contingent consideration (1,334) Payments of contingent consideration (1,286) Contingent consideration – December 31, 2020 $ 43,273 The fair value of the Company’s contingent consideration liabilities recorded as part of the Acquisition has been classified within Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments due to the sellers based on each company’s achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The fair values of the contingent consideration are calculated through the use of either Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements for each of the Acquired Companies. The analyses utilized the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, were further discounted by a credit spread assumption to account for credit risk. The contingent consideration is revalued to fair value each period, and any increase or decrease is recorded in operating income (loss). The fair value of the contingent consideration may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. As of December 31, 2020, the contingent consideration liability consists of consideration due to former shareholders of CityBase, shareholders associated with an asset purchase by eCivis prior to the Acquisition and shareholders associated with an asset purchase by Questica prior to the Acquisition. Shareholders associated with CityBase may receive, upon CityBase’s trailing twelve-month net revenue exceeding $37.0 million, or the CityBase threshold, on or prior to December 31, 2048, an earnout payment equal to a number of shares (or, in the case of certain individuals associated with CityBase who are not accredited investors, the cash value thereof) of our common stock calculated by dividing $54.5 million by: (i) $10.00 if the CityBase threshold is met on or prior to December 31, 2021 or (ii) the greater of (x) $10.00 or (y) the volume-weighted average closing price for the shares of our common stock for the 30 trading days immediately preceding the payment date if the CityBase threshold is met after December 31, 2021. The fair value of contingent consideration as of December 31, 2020 is $42.0 million. The valuation of contingent consideration as of December 31, 2020 was derived from a Monte Carlo simulation of payout patterns from revenue estimates provided by the Company. Pursuant to the terms of a 2018 asset purchase agreement by eCivis, shareholders associated with the purchase may receive cash consideration equal to 7.5% of new revenue between $500,000 and 999,999.99, 10% of new revenue above $1,000,000, 2% of renewal revenue up to 249,999.99 3% of renewal revenue between $250,000.00 to $749,999.99 and 5% above $750,000.00 in each earn-out year beginning in 2018 and ending in 2022. Only revenue derived from the acquired assets is eligible. The potential undiscounted amount of all future payments that the Company could be required to make is unlimited. The total fair value of the associated contingent liability as of December 31, 2020 is approximately $0.9 million. The valuation of contingent consideration as of December 31, 2020 was derived from a discounted cash flow model based on expected payment amounts estimated by the Company. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets, liabilities and results of operations of certain consolidated entities are measured using their functional currency, which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these entities with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the consolidated balance sheet date and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these entities’ consolidated financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and total other comprehensive loss on the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company adopted the Financial Accounting Standards Board (“FASB”) revenue recognition framework, ASC 606, Revenue from Contracts with Customers With the adoption of Topic 606, revenues are recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenues recognized will not occur. The Company determines the amount of revenues to be recognized through application of the following steps: ● Identification of the contract, or contracts with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenues when or as the Company satisfies the performance obligations. For contracts where the period between when the Company transfers a promised service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. |
Disaggregation of Revenues | Disaggregation of Revenues Successor Predecessor February 19, January 1, 2019 Year Ended 2019 through through December 31, December 31, February 18, 2020 2019 2019 Subscriptions, support and maintenance $ 35,477 $ 21,207 $ 3,253 Professional services 11,109 8,326 1,269 License 1,315 1,930 383 Asset sales 227 52 23 Total revenues $ 48,128 $ 31,515 $ 4,928 Revenues Subscription, support and maintenance Our contracts may include variable consideration in the form of usage fees, which are constrained and recognized once the uncertainties associated with the constraint are resolved, which is when usage occurs and the fee is known. Subscription, support and maintenance revenues also includes kiosk rentals and support or maintenance for on-premises software pertaining to license sales. Revenues from kiosk rentals and that support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 74%, 67% and 66% of total revenues for the year ended December 31, 2020, the 2019 Successor Period, and the 2019 Predecessor Period, respectively. Professional services License. Asset sales. Significant judgments The Company enters into contracts with its customers that may include access to SaaS, professional services, software licenses, and sales of hardware. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment. |
Deferred revenue | Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for subscription services to the Company’s SaaS offerings and related implementation and training. The Company recognizes deferred revenue as revenues when the services are performed, and the corresponding revenue recognition criteria are met. The Company receives payments both upfront and over time as services are performed. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Deferred revenue is reduced as services are provided and the revenue recognition criteria are met. Deferred revenue that is expected to be recognized as revenues during the succeeding twelve-month period are recorded in current liabilities as deferred revenue – current portion, and the remaining portion is recorded in long-term liabilities as deferred revenue – less current portion. Revenues of approximately $17.3 million, $8.6 million, and $2.2 million were recognized for the year ended December 31, 2020, 2019 Successor Period, the 2019 Predecessor Period, respectively, that were included in deferred revenue at the beginning of the respective periods. The change in deferred revenue was as follows: Successor Predecessor February 19, January 1, 2019 Year Ended 2019 through through December 31, December 31, February 18, 2020 2019 2019 Deferred revenue, beginning $ 18,610 $ 8,691 $ 14,947 Billings, net 53,424 41,434 4,229 Purchase accounting adjustment to deferred revenue — — (5,557) Revenue recognized ratably over time (29,829) (16,230) (2,782) Revenue recognized over time as delivered (11,109) (8,326) (1,269) Revenue recognized at a point in time (7,190) (6,959) (877) Deferred revenue, ending $ 23,906 $ 18,610 $ 8,691 |
Cost of revenues | Cost of revenues Cost of revenues primarily consists of salaries and benefits of personnel relating to our hosting operations and support, implementation, and grants research. Cost of revenues includes data center costs including depreciation of the Company’s data center assets, third-party licensing costs, consulting fees, and the amortization of acquired technology from recent acquisitions. |
Stock Based Compensation | Share-based Compensation The Company expenses share-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates, involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend The following are the assumptions used for the stock option grant on February 19, 2019: Exercise price $ 1.82 Expected term (years) 5.1 Expected stock price volatility 73.5 % Risk-free rate of interest 2.5 % In accordance with ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share is computed similar to basic net income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Due to the net loss for the Successor Period, diluted and basic loss per share are the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2020 and 2019 are as follows: 2020 2019 Warrants to purchase common stock 27,093,334 27,093,334 Unvested restricted stock units 3,280,290 3,278,324 Options to purchase common stock 245,904 274,559 Total 30,619,528 30,646,217 |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recorded for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the asset and liability method. In estimating future tax consequences, all expected future events other than changes in the tax laws or rates are considered. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for tax carryforwards if, in the opinion of management, it is more likely than not that the deferred tax assets will be realized. The Company has recorded a valuation allowance to reduce their deferred tax assets to the net amount that they believe is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and penalties related to income tax matters in income tax expense. As a result of the Acquisition, a temporary difference between the book fair value and tax basis for the assets acquired of $39.9 million was created, resulting in a deferred tax liability and additional goodwill. During the 2019 Successor Period, the Company recorded a measurement period adjustment decreasing the deferred tax liability and goodwill by $11.0 million due to a decrease in intangible assets and updated information regarding facts and circumstances which existed as of the date of the business combination. See Note 3 and 9. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2020, we adopted Accounting Standards Update (“ASU”) No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), On January 1, 2020, we adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In February 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by no longer requiring an entity to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this new guidance, an entity would perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Under the new guidance, an entity continues to have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. The Company adopted this standard effective January 1, 2020, and the adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 was effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. The Company does not expect that the impact of this guidance will have a material impact on its financial statements. In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of contingent consideration liabilities | The Company’s only material financial instruments carried at fair value as of December 31, 2020 and 2019, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and are as follows: Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable December 31, Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 743 $ — $ — $ 743 Contingent consideration – long term 42,530 — — 42,530 Total liabilities measured at fair value $ 43,273 $ — $ — $ 43,273 Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable December 31, Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,680 $ — $ — $ 12,680 Contingent consideration – long term 41,233 — — 41,233 Total liabilities measured at fair value $ 53,913 $ — $ — $ 53,913 |
Schedule of Changes in Level 3 liabilities | Changes in Level 3 liabilities measured at fair value from December 31, 2019 to December 31, 2020 were as follows: Contingent consideration – December 31, 2019 $ 53,913 Change in fair value of contingent consideration 1,980 Issuance of exchangeable shares for contingent consideration (10,000) Issuance of common stock for contingent consideration (1,334) Payments of contingent consideration (1,286) Contingent consideration – December 31, 2020 $ 43,273 |
Schedule of Disaggregation of revenues | Successor Predecessor February 19, January 1, 2019 Year Ended 2019 through through December 31, December 31, February 18, 2020 2019 2019 Subscriptions, support and maintenance $ 35,477 $ 21,207 $ 3,253 Professional services 11,109 8,326 1,269 License 1,315 1,930 383 Asset sales 227 52 23 Total revenues $ 48,128 $ 31,515 $ 4,928 |
Schedule of Deferred Revenue | Successor Predecessor February 19, January 1, 2019 Year Ended 2019 through through December 31, December 31, February 18, 2020 2019 2019 Deferred revenue, beginning $ 18,610 $ 8,691 $ 14,947 Billings, net 53,424 41,434 4,229 Purchase accounting adjustment to deferred revenue — — (5,557) Revenue recognized ratably over time (29,829) (16,230) (2,782) Revenue recognized over time as delivered (11,109) (8,326) (1,269) Revenue recognized at a point in time (7,190) (6,959) (877) Deferred revenue, ending $ 23,906 $ 18,610 $ 8,691 |
Schedule of Stock option grant | The following are the assumptions used for the stock option grant on February 19, 2019: Exercise price $ 1.82 Expected term (years) 5.1 Expected stock price volatility 73.5 % Risk-free rate of interest 2.5 % |
Schedule of Net loss per share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2020 and 2019 are as follows: 2020 2019 Warrants to purchase common stock 27,093,334 27,093,334 Unvested restricted stock units 3,280,290 3,278,324 Options to purchase common stock 245,904 274,559 Total 30,619,528 30,646,217 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination | |
Summary of the initial consideration paid and issued to each Acquired Company | The following is a summary of the initial consideration paid and issued to each Acquired Company: Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ 51,068 $ 50,078 (1) $ 325 $ 101,471 $ 3,639 $ 81,964 $ 22,668 $ 6,800 CityBase 64,261 41,560 48,410 154,231 782 119,741 48,155 14,447 eCivis 17,592 31,256 5,859 54,707 (1,788) 47,397 12,997 3,899 OpenCounter 10,958 17,455 — 28,413 (1,441) 22,524 10,471 3,141 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,479 33,821 10,147 Sherpa 5,105 1,000 1,898 8,003 1,066 3,497 4,914 1,474 Total $ 193,478 $ 172,349 $ 65,803 $ 431,630 $ 5,910 $ 332,602 $ 133,026 $ 39,908 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration The following table is a summary of the measurement period adjustments to consideration paid and issued to each Acquired Company: Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ (97) $ — $ — $ (97) $ — $ (299) $ 202 $ — CityBase 246 (42) (7,535) (7,331) — (13,384) (2,241) (8,294) eCivis 481 — — 481 — 990 (1,071) (562) OpenCounter — — — — — (568) (139) (707) Questica — — — — — 492 (492) — Sherpa (214) — — (214) — (1,000) (688) (1,474) Total $ 416 $ (42) $ (7,535) $ (7,161) $ — $ (13,769) $ (4,429) $ (11,037) The following table is a summary of the final consideration paid and issued to each Acquired Company including the Measurement Period Adjustments: Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ 50,971 $ 50,078 (1) $ 325 $ 101,374 $ 3,639 $ 81,665 $ 22,870 $ 6,800 CityBase 64,507 41,518 40,875 146,900 782 106,357 45,914 6,153 eCivis 18,073 31,256 5,859 55,188 (1,788) 48,387 11,926 3,337 OpenCounter 10,958 17,455 — 28,413 (1,441) 21,956 10,332 2,434 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,971 33,329 10,147 Sherpa 4,891 1,000 1,898 7,789 1,066 2,497 4,226 — Total $ 193,894 $ 172,307 $ 58,268 $ 424,469 $ 5,910 $ 318,833 $ 128,597 $ 28,871 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration |
Summary of final allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values, including the Measurement Period Adjustments | Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Cash $ 4,641 $ 2,191 $ 136 $ 107 $ 6,762 $ 632 $ 14,469 Accounts receivable, net 323 1,018 720 46 1,257 587 3,951 Prepaid expense and other current assets 607 170 340 — 77 33 1,227 Fixed assets 118 500 56 29 182 2 887 Loan receivable - related party — 175 — — — — 175 Right of use assets 1,315 — 901 — 296 — 2,512 Other assets 369 783 30 — 1,061 — 2,243 Intangible assets 22,870 45,914 11,926 10,332 33,329 4,226 128,597 Goodwill 81,665 106,357 48,387 21,956 57,971 2,497 318,833 Accounts payable and accrued expenses (1,085) (1,192) (586) (124) (909) (188) (4,084) Contract liabilities (1,221) (816) (1,635) (483) (2,774) — (6,929) Lease liability - short term (366) — — — (296) — (662) Deferred tax liability (6,800) (6,153) (3,337) (2,434) (10,147) — (28,871) Other current liabilities — — (3) (491) (767) — (1,261) Capital lease obligations - current portion — (139) — — — — (139) Contract and other long-term liabilities (60) (1,646) (56) — — — (1,762) Capital lease obligation, less current portion — (262) — — — — (262) Long term debt — — — (525) — — (525) Lease liability - long term (1,002) — (901) — — — (1,903) Contingent consideration - pre-existing — — (790) — (1,237) — (2,027) Total consideration $ 101,374 $ 146,900 $ 55,188 $ 28,413 $ 84,805 $ 7,789 $ 424,469 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets | |
Schedule of Goodwill Roll-Forward | The following table provides a rollforward of Goodwill for the year ended December 31, 2020 and 2019 Successor Period: Bonfire CityBase eCivis Open Counter Questica Sherpa Total Balance at February 18, 2019 — — — — — — — Goodwill in purchase price allocation 81,964 119,741 47,397 22,524 57,479 3,497 332,602 Measurement period adjustment (299) (13,384) 990 (568) 492 (1,000) (13,769) Goodwill impairment (12,921) (18,030) (1,247) — — — (32,198) Balance at December 31, 2019 68,744 88,327 47,140 21,956 57,971 2,497 286,635 Goodwill impairment — — (2,000) — — — (2,000) Balance at December 31, 2020 68,744 88,327 45,140 21,956 57,971 2,497 284,635 |
Summary of identifiable intangible assets | Identifiable intangible assets consist of the following as of December 31, 2020 and 2019: December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (14,026) $ 46,058 Trade Names / Trademarks 16,348 (3,227) 13,121 Customer Relationships 51,003 (9,514) 41,489 Non-Compete Agreements 1,162 (723) 439 Total Intangibles $ 128,597 $ (27,490) $ 101,107 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (6,496) $ 53,588 Trade Names / Trademarks 16,348 (1,579) 14,769 Customer Relationships 51,003 (4,400) 46,603 Non-Compete Agreements 1,162 (334) 828 Total Intangibles $ 128,597 $ (12,809) $ 115,788 |
Useful lives of acquired intangible assets | The following are the useful lives of acquired intangible assets: Useful Lives (Years) Patents / Developed Technology 8 Trade Names / Trademarks 1-10 Customer Relationships 10 Non-Compete Agreements 3 |
Summary of aggregate future amortization expense for intangible assets | The estimated aggregate future amortization expense for intangible assets is as follows: Year ended December 31, 2021 14,611 Year ended December 31, 2022 14,276 Year ended December 31, 2023 14,224 Year ended December 31, 2024 14,263 Year ended December 31, 2025 14,224 Thereafter 29,509 $ 101,107 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of stock option activity | Weighted Average Weighted Remaining Average Contractual Total Number of Exercise Life (in Intrinsic Shares Price years) Value Outstanding as of December 31, 2019 274,559 $ 2.14 7.9 $ 1,293 Granted — — — — Exercised (8,080) 1.16 Forfeited/expired (20,575) 1.16 Outstanding as of December 31, 2020 245,904 $ 2.26 7.0 $ 1,130 Options vested and exercisable 172,582 $ 2.24 6.9 $ 795 |
Summary of restricted stock units | Weighted Average Number of Units Grant Price Unvested as of December 31, 2019 3,278,324 $ 6.55 Granted 3,054,100 5.05 Vested (786,137) 5.20 Forfeited/expired (2,265,997) 7.33 Unvested as of December 31, 2020 3,280,290 $ 4.94 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Summary of quantitative information about the Company's operating leases | The following summarizes quantitative information about the Company’s leases: Year Ended December 31, 2020 Bonfire CityBase eCivis Questica Total Finance lease cost Amortization of right-of-use assets $ — $ 68 $ — $ — $ 68 Interest — 159 — — 159 Operating lease cost 431 610 260 581 1,882 Total least cost $ 431 $ 837 $ 260 $ 581 $ 2,109 Bonfire CityBase Questica Total Weighted-average remaining lease term (years) – finance leases N/A 1.2 N/A 1.2 Weighted-average remaining lease term (years) – operating leases 1.5 0.9 9.7 7.5 Weighted-average discount rate – finance leases N/A 13.3 % N/A 13.3 % Weighted-average discount rate – operating leases 9.9 % 10.0 % 4.8 % 6.2 % |
Schedule of future minimum lease payments under non-cancellable operating leases | As of December 31, 2020, future minimum lease payments under non-cancellable leases are as follows: Bonfire CityBase Questica Operating Leases Finance Leases Year Ended December 31, 2021 482 458 404 1,344 581 Year Ended December 31, 2022 257 — 405 662 197 Year Ended December 31, 2023 — — 361 361 — Year Ended December 31, 2024 — — 346 346 — Year Ended December 31, 2025 — 413 413 — Thereafter — — 2,087 2,087 — Total 739 458 4,016 5,213 778 Less present value discount (44) (38) (888) (970) (50) Present value of lease liabilities $ 695 $ 420 $ 3,128 $ 4,243 $ 728 |
Schedule of future minimum lease payments under non-cancellable finance leases | Bonfire CityBase Questica Operating Leases Finance Leases Year Ended December 31, 2021 482 458 404 1,344 581 Year Ended December 31, 2022 257 — 405 662 197 Year Ended December 31, 2023 — — 361 361 — Year Ended December 31, 2024 — — 346 346 — Year Ended December 31, 2025 — 413 413 — Thereafter — — 2,087 2,087 — Total 739 458 4,016 5,213 778 Less present value discount (44) (38) (888) (970) (50) Present value of lease liabilities $ 695 $ 420 $ 3,128 $ 4,243 $ 728 |
Term Loans (Tables)
Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Term Loans | |
Schedule of term loans are summarized | November 2020 PPP Loans Total Principal $ 25,000 $ 3,210 $ 28,210 Payment-in-kind ("PIK") accrued interest 69 — 69 Unamortized deferred issuance costs (1,647) — (1,647) Term loans, net $ 23,422 $ 3,210 $ 26,632 Maturity Date May 2023 April and May 2022 Interest Rate 8% + LIBOR 1% PIK Interest Rate 2% 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of the income tax provision (benefit) | 2020 2019 Domestic Federal Current $ 234 $ — Deferred (1,640) (6,605) State Current 108 3 Deferred (251) (3,459) Foreign Current — (56) Deferred (890) 1,522 Total $ (2,439) $ (8,595) |
Schedule of reconciliation of the US federal statutory tax rates and the effective tax rates | 2020 2019 Statutory federal income tax provision 21.0% 21.0% State taxes, net of federal income tax effect 4.5% 2.6% Foreign taxes 0.6% (8.8)% Goodwill impairment expense 0.0% (3.9)% Permanent items (6.8)% 0.0% Nondeductible merger expenses 0.0% (3.3)% Valuation allowance (14.2)% (0.7)% Other 0.2% 1.3% Total 5.3% 8.2% |
Schedule of Deferred tax assets (liabilities) | 2020 2019 Deferred tax assets: Depreciation $ — $ 1,035 Settlement amount 985 985 Stock-based compensation 2,391 487 Lease liability 125 510 Net operating losses 20,858 19,094 Tax credits 589 238 Deferred revenue 1,380 — Deferred commissions 819 — Other 496 (32) Total deferred tax assets 27,643 22,317 Less: valuation allowance (7,367) (794) Deferred tax assets, net of valuation allowance 20,276 21,523 Deferred tax liabilities: Property and equipment (901) — Intangible Assets (36,177) (41,316) Right of use assets (119) (483) State deferreds (561) — Other (12) — Total deferred tax liabilities (37,770) (41,799) Net deferred taxes $ (17,494) $ (20,276) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting | |
Summary of operating information about the Company's reportable segments | The following provides operating information about the Company’s reportable segments for the periods presented (in thousands): GTY Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Successor Year ended December 31, 2020 Total revenue $ — $ 7,806 $ 8,863 $ 6,693 $ 2,645 $ 16,527 $ 5,594 $ 48,128 Cost of revenues — 1,520 6,682 3,030 563 3,446 3,227 18,468 Income (loss) from operations (10,459) (4,750) (22,557) (4,233) (2,220) 830 671 (42,718) Amortization of intangible assets — 2,658 5,504 1,310 1,208 3,526 475 14,681 Depreciation expense — 138 459 41 — 221 4 863 Interest income (expense), net (1,663) 2 (92) (6) — — 1 (1,758) Benefit from (provision for) income taxes (1,334) 691 1,922 1,294 669 (143) (660) 2,439 Successor February 19, 2019 through December 31, 2019 Total revenue $ — $ 3,863 $ 7,122 $ 4,742 $ 1,408 $ 10,005 $ 4,375 $ 31,515 Cost of revenues — 1,003 5,063 1,744 367 2,375 1,376 11,928 Loss from operations (28,752) (22,860) (32,666) (772) (2,159) (14,346) (2,362) (103,917) Amortization of intangible assets — 2,286 4,750 1,133 1,039 3,031 570 12,809 Depreciation expense — 62 132 24 5 130 2 355 Interest income (expense), net 530 14 (327) (1) — 9 — 225 Benefit from (provision for) income taxes 3,579 1,820 4,230 989 602 (3,285) 660 8,595 Predecessor January 1, 2019 through February 18, 2019 Total revenue $ — $ 593 $ 820 $ 673 $ 298 $ 1,913 $ 631 $ 4,928 Cost of revenues — 124 746 267 51 296 130 1,614 Income (loss) from operations — (741) (1,499) (265) 46 550 354 (1,555) Amortization of intangible assets — — — 32 — — — 32 Depreciation expense — 70 33 22 1 22 — 148 Interest income (expense), net — 5 (69) — (111) 5 — (170) Benefit from (provision for) income taxes — — — — — — — — Successor As of December 31, 2020 Goodwill $ — $ 68,744 $ 88,327 $ 45,140 $ 21,956 $ 57,971 $ 2,497 $ 284,635 Assets 31,407 92,841 110,339 55,676 28,474 102,436 11,274 432,447 Successor As of December 31, 2019 Goodwill $ — $ 68,744 $ 88,327 $ 47,140 $ 21,956 $ 57,971 $ 2,497 $ 286,635 Assets 25,899 92,803 122,851 59,456 29,995 97,013 6,376 434,393 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies -Going Concern and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 2 Months Ended | 10 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | May 31, 2020 | Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Accumulated deficit | $ (85,015) | $ (129,030) | |||||
Net loss | $ (1,713) | (95,657) | (44,015) | ||||
Net cash used in operating activities | 284 | (57,230) | (12,974) | ||||
Aggregate principal amount | 1,000 | $ 28,210 | |||||
Share issued | 2 | ||||||
Offering cost | $ 25,500 | 25,450 | $ 7,000 | ||||
Share price per share | $ 7.70 | $ 3.50 | |||||
Cash and cash equivalents | $ 14,469 | $ 8,374 | $ 22,800 | $ 13,929 | |||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 25,000 | ||||||
Paycheck Protection Program | |||||||
Debt Instrument [Line Items] | |||||||
Loan proceeds | $ 3,200 | ||||||
Aggregate principal amount | $ 3,210 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 43,273 | $ 53,913 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 43,273 | 53,913 |
Contingent Consideration Current [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 743 | 12,680 |
Contingent Consideration Current [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 743 | 12,680 |
Contingent Consideration long term [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 42,530 | 41,233 |
Contingent Consideration long term [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 42,530 | $ 41,233 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Change in Level 3 liabilities (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Issuance of exchangeable shares for contingent consideration | $ (10,000) | |
Issuance of common stock for contingent consideration | (11,334) | |
Payments of contingent consideration | $ (920) | (1,286) |
Measurement period adjustment | 11,000 | |
Goodwill impairment expense | 32,198 | 2,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | 53,913 | |
Change in fair value of contingent consideration | 1,980 | |
Issuance of exchangeable shares for contingent consideration | (10,000) | |
Issuance of common stock for contingent consideration | (1,334) | |
Payments of contingent consideration | (1,286) | |
Contingent consideration | $ 53,913 | $ 43,273 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | Successor | Successor |
Revenues | $ 4,928 | $ 31,515 | $ 48,128 | ||
Subscriptions, support and maintenance | |||||
Revenues | 3,253 | 21,207 | 35,477 | ||
Professional Services | |||||
Revenues | 1,269 | 8,326 | 11,109 | ||
License | |||||
Revenues | 383 | 1,930 | 1,315 | ||
Asset Sales | |||||
Revenues | $ 23 | $ 52 | $ 227 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended |
Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |||
Deferred revenue, beginning | $ 14,947 | $ 8,691 | $ 18,610 |
Billings, net | 4,229 | 41,434 | 53,424 |
Purchase accounting adjustment to deferred revenue | (5,557) | ||
Revenue recognized ratably over time | (2,782) | (16,230) | (29,829) |
Revenue recognized over time as delivered | (1,269) | (8,326) | (11,109) |
Revenue recognized at a point in time | (877) | (6,959) | (7,190) |
Deferred revenue, ending | $ 8,691 | $ 18,610 | $ 23,906 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Stock Option Grant (Details) | Feb. 19, 2019$ / shares |
Summary of Significant Accounting Policies | |
Exercise price | $ 1.82 |
Expected term (years) | 5 years 1 month 6 days |
Expected stock price volatility | 73.50% |
Risk-free rate of interest | 2.50% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,619,528 | 30,646,217 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,093,334 | 27,093,334 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,280,290 | 3,278,324 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 245,904 | 274,559 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Additional information (Details) | Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Feb. 18, 2019USD ($) | Jan. 31, 2019 | Feb. 18, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | Successor | Successor | ||||||
Operating segments | segment | 6 | ||||||||||
Cash, FDIC Insured Amount | $ 250,000 | ||||||||||
Lease, Practical Expedients, Package [true false] | true | ||||||||||
Contract with Customer, Liability, Revenue Recognized | $ 2,200,000 | $ 8,600,000 | $ 17,300,000 | ||||||||
Capitalized internal use software | 800,000 | 300,000 | |||||||||
Goodwill impairment expense | 32,198,000 | 2,000,000 | |||||||||
Decrease in intangible assets | 4,400,000 | ||||||||||
Decrease in deferred tax liability | 11,000,000 | ||||||||||
Deferred tax liabilities | $ 39,900,000 | $ 39,900,000 | $ 20,276,000 | 20,276,000 | $ 17,494,000 | $ 20,276,000 | |||||
Statutory federal income tax provision | 21.00% | 21.00% | |||||||||
Benefit from income taxes | 8,595,000 | $ 2,439,000 | $ 8,595,000 | ||||||||
Benefit from (provision for) income taxes | 22,317,000 | 22,317,000 | 27,643,000 | 22,317,000 | |||||||
Increase in the aggregate consideration | $ 400,000 | ||||||||||
Conversion of stock consideration to cash | $ / shares | $ 0.04 | ||||||||||
Decrease in Contingent consideration | $ 7,500,000 | ||||||||||
Present value of lease liabilities | 4,243,000 | ||||||||||
Right of use assets | $ 5,876,000 | 5,876,000 | 2,610,000 | $ 5,876,000 | |||||||
CityBase | |||||||||||
Goodwill impairment expense | 18,030,000 | ||||||||||
Bonfire | |||||||||||
Goodwill impairment expense | 12,921,000 | ||||||||||
eCivis | |||||||||||
Goodwill impairment expense | $ 1,247,000 | $ 2,000,000 | |||||||||
Minimum | |||||||||||
Property, Plant and Equipment, Useful Life | 5 years | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||
Maximum | |||||||||||
Property, Plant and Equipment, Useful Life | 15 years | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||
Sales Revenue, Net [Member] | Subscriptions, support and maintenance | |||||||||||
Concentration Risk, Percentage | 66.00% | 67.00% | 74.00% | ||||||||
Sales Revenue, Net [Member] | Professional Services | |||||||||||
Concentration Risk, Percentage | 26.00% | 26.00% | 23.00% | ||||||||
Sales Revenue, Net [Member] | License | |||||||||||
Concentration Risk, Percentage | 8.00% | 6.00% | 3.00% | ||||||||
Sales Revenue, Net [Member] | Assets Sale [Member] | |||||||||||
Concentration Risk, Percentage | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | |||||
Accounting Standards Update 2016-02 [Member] | |||||||||||
Deferred Rent Credit | $ 0 | ||||||||||
Present value of lease liabilities | 4,000,000 | ||||||||||
Right of use assets | $ 3,900,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Contingent Consideration Liability (Details) - Contingent Consideration Liability, Consideration Due To Former Shareholders Of Acquired Business [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
eCivis | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Basis for Amount | Pursuant to the terms of a 2018 asset purchase agreement by eCivis, shareholders associated with the purchase may receive cash consideration equal to 7.5% of new revenue between $500,000 and 999,999.99, 10% of new revenue above $1,000,000, 2% of renewal revenue up to 249,999.99 3% of renewal revenue between $250,000.00 to $749,999.99 and 5% above $750,000.00 in each earn-out year beginning in 2018 and ending in 2022. Only revenue derived from the INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Amounts in tables in thousands, except share and per share amounts) |
Business Combination, Contingent Consideration, Liability | $ 900,000 |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of New Revenue | 7.50% |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of New Revenue, Second Tier Percentage | 10.00% |
Business Combination, Contingent Consideration, Liability, New Revenue, Second Tier Amount | $ 1,000,000 |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of Renewed Revenue | 2.00% |
Business Combination, Contingent Consideration, Liability, Renewed Revenue | $ 249,999.99 |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of Renewed Revenue, Second Tier Percentage | 3.00% |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of Renewed Revenue, Third Tier Percentage | 5.00% |
Business Combination, Contingent Consideration, Liability, Renewed Revenue, Third Tier Amount | $ 750,000 |
eCivis | Minimum | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration, Liability, New Revenue | 500,000 |
Business Combination, Contingent Consideration, Liability, Renewed Revenue, Second Tier Amount | 250,000 |
eCivis | Maximum | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration, Liability, New Revenue | 999,999.99 |
Business Combination, Contingent Consideration, Liability, Renewed Revenue, Second Tier Amount | $ 749,999.99 |
Questica | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Basis for Amount | In accordance with an asset purchase agreement by Questica, shareholders associated with the purchase may receive 50% of the net maintenance and subscription revenue derived from the assets purchased under the agreement less the value of any annual loss in each earn-out year beginning in 2018 and ending in 2021. The potential undiscounted amount of all future payments tha the Company could be required to make is unlimited. |
Business Combination, Contingent Consideration, Liability | $ 400,000 |
Business Combination, Contingent Consideration, Liability, Percentage Of Net Maintenance And Subscription Revenue | 50.00% |
CityBase | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Basis for Amount | Shareholders associated with CityBase may receive, upon CityBase’s trailing twelve-month net revenue exceeding $37.0 million, or the CityBase threshold, on or prior to December 31, 2048, an earnout payment equal to a number of shares (or, in the case of certain individuals associated with CityBase who are not accredited investors, the cash value thereof) of our common stock calculated by dividing $54.5 million by: (i) $10.00 if the CityBase threshold is met on or prior to December 31, 2021 or (ii) the greater of (x) $10.00 or (y) the volume-weighted average closing price for the shares of our common stock for the 30 trading days immediately preceding the payment date if the CityBase threshold is met after December 31, 2021. |
Business Combination, Contingent Consideration, Liability | $ 42,000,000 |
Business Combination, Contingent Consideration, Liability, Revenue Threshold | 37,000,000 |
Business Combination, Contingent Consideration, Liability, Common Stock Calculated, Denominator Amount | 54,500,000 |
Business Combination, Contingent Consideration, Liability, Common Stock Calculated, Numerator, First Threshold | 10 |
Business Combination, Contingent Consideration, Liability, Common Stock Calculated, Numerator, Second Threshold | $ 10 |
Business Combination - Summary
Business Combination - Summary of consideration paid (Details) - USD ($) $ in Thousands | Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Cash Consideration | $ 193,478 | $ 193,894 | |
Stock Consideration | 172,349 | 172,307 | |
Contingent Consideration | 65,803 | 58,268 | |
Total | 431,630 | 424,469 | |
Adjusted Net Assets | 5,910 | 5,910 | |
Intangible assets | 133,026 | 128,597 | |
Goodwill | 332,602 | (13,769) | |
Intangibles | (4,429) | ||
Deferred Tax Liability | 39,908 | 28,871 | |
Aggregate consideration | (7,161) | ||
Decrease in Intangible assets | (4,429) | ||
Decrease in Contingent consideration | 7,500 | ||
Decrease in deferred tax liability | (11,037) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Cash consideration | 416 | ||
Stock consideration | (42) | ||
Contingent consideration | (7,535) | ||
Total | (7,161) | ||
Goodwill | 318,833 | ||
Intangibles | (4,429) | ||
Deferred Tax Liability | (11,037) | ||
Bonfire | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 51,068 | 50,971 | |
Stock Consideration | 50,078 | 50,078 | $ 21,600 |
Contingent Consideration | 325 | 325 | |
Total | 101,471 | 101,374 | |
Adjusted Net Assets | 3,639 | 3,639 | |
Intangible assets | 22,668 | 22,870 | |
Goodwill | 81,964 | (299) | |
Intangibles | 202 | ||
Deferred Tax Liability | 6,800 | 6,800 | |
Aggregate consideration | (97) | ||
Decrease in Intangible assets | 202 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Cash consideration | (97) | ||
Total | (97) | ||
Goodwill | 81,665 | ||
Intangibles | 202 | ||
CityBase | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 64,261 | 64,507 | |
Stock Consideration | 41,560 | 41,518 | |
Contingent Consideration | 48,410 | 40,875 | |
Total | 154,231 | 146,900 | |
Adjusted Net Assets | 782 | 782 | |
Intangible assets | 48,155 | 45,914 | |
Goodwill | 119,741 | (13,384) | |
Intangibles | (2,241) | ||
Deferred Tax Liability | 14,447 | 6,153 | |
Aggregate consideration | (7,331) | ||
Decrease in Intangible assets | (2,241) | ||
Decrease in deferred tax liability | (8,294) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Cash consideration | 246 | ||
Stock consideration | (42) | ||
Contingent consideration | (7,535) | ||
Total | (7,331) | ||
Goodwill | 106,357 | ||
Intangibles | (2,241) | ||
Deferred Tax Liability | (8,294) | ||
eCivis | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 17,592 | 18,073 | |
Stock Consideration | 31,256 | 31,256 | |
Contingent Consideration | 5,859 | 5,859 | |
Total | 54,707 | 55,188 | |
Adjusted Net Assets | (1,788) | (1,788) | |
Intangible assets | 12,997 | 11,926 | |
Goodwill | 47,397 | 990 | |
Intangibles | (1,071) | ||
Deferred Tax Liability | 3,899 | 3,337 | |
Aggregate consideration | 481 | ||
Decrease in Intangible assets | (1,071) | ||
Decrease in deferred tax liability | (562) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Cash consideration | 481 | ||
Total | 481 | ||
Goodwill | 48,387 | ||
Intangibles | (1,071) | ||
Deferred Tax Liability | (562) | ||
OpenCounter | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 10,958 | 10,958 | |
Stock Consideration | 17,455 | 17,455 | |
Contingent Consideration | 0 | ||
Total | 28,413 | 28,413 | |
Adjusted Net Assets | (1,441) | (1,441) | |
Intangible assets | 10,471 | 10,332 | |
Goodwill | 22,524 | (568) | |
Intangibles | (139) | ||
Deferred Tax Liability | 3,141 | 2,434 | |
Decrease in Intangible assets | (139) | ||
Decrease in deferred tax liability | (707) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Goodwill | 21,956 | ||
Intangibles | (139) | ||
Deferred Tax Liability | (707) | ||
Questica | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 44,494 | 44,494 | |
Stock Consideration | 31,000 | 31,000 | 31,000 |
Contingent Consideration | 9,311 | 9,311 | |
Total | 84,805 | 84,805 | |
Adjusted Net Assets | 3,652 | 3,652 | |
Intangible assets | 33,821 | 33,329 | |
Goodwill | 57,479 | 492 | |
Intangibles | (492) | ||
Deferred Tax Liability | 10,147 | 10,147 | |
Decrease in Intangible assets | (492) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Goodwill | 57,971 | ||
Intangibles | (492) | ||
Sherpa | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 5,105 | 4,891 | |
Stock Consideration | 1,000 | 1,000 | |
Contingent Consideration | 1,898 | 1,898 | |
Total | 8,003 | 7,789 | |
Adjusted Net Assets | 1,066 | 1,066 | |
Intangible assets | 4,914 | 4,226 | |
Goodwill | 3,497 | (1,000) | |
Intangibles | (688) | ||
Deferred Tax Liability | $ 1,474 | ||
Aggregate consideration | (214) | ||
Decrease in Intangible assets | (688) | ||
Decrease in deferred tax liability | (1,474) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Cash consideration | (214) | ||
Total | (214) | ||
Goodwill | 2,497 | ||
Intangibles | (688) | ||
Deferred Tax Liability | $ (1,474) | ||
Convertible Stock [Member] | Bonfire | |||
Business Acquisition [Line Items] | |||
Stock Consideration | 21,600 | ||
Convertible Stock [Member] | Questica | |||
Business Acquisition [Line Items] | |||
Stock Consideration | $ 31,000 |
Business Combination - Prelimin
Business Combination - Preliminary allocation of consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Feb. 18, 2019 |
Business Acquisition [Line Items] | ||
Cash | $ 14,469 | |
Accounts receivable, net | 3,951 | |
Prepaid expense and other current assets | 1,227 | |
Fixed assets | 887 | |
Loan receivable - related party | 175 | |
Right of use assets | 2,512 | |
Other assets | 2,243 | |
Intangible assets | 128,597 | $ 133,026 |
Goodwill | 318,833 | |
Accounts payable and accrued expenses | (4,084) | |
Contract liabilities | (6,929) | |
Lease liability - short term | (662) | |
Deferred tax liability | (28,871) | |
Other current liabilities | (1,261) | |
Capital lease obligations - current portion | (139) | |
Contract and other long-term liabilities | (1,762) | |
Capital lease obligation, less current portion | (262) | |
Long term debt | (525) | |
Lease liability - long term | (1,903) | |
Contingent consideration - pre-existing | (2,027) | |
Total Consideration | 424,469 | |
Bonfire | ||
Business Acquisition [Line Items] | ||
Cash | 4,641 | |
Accounts receivable, net | 323 | |
Prepaid expense and other current assets | 607 | |
Fixed assets | 118 | |
Loan receivable - related party | 0 | |
Right of use assets | 1,315 | |
Other assets | 369 | |
Intangible assets | 22,870 | 22,668 |
Goodwill | 81,665 | |
Accounts payable and accrued expenses | (1,085) | |
Contract liabilities | (1,221) | |
Lease liability - short term | (366) | |
Deferred tax liability | (6,800) | |
Other current liabilities | 0 | |
Capital lease obligations - current portion | 0 | |
Contract and other long-term liabilities | (60) | |
Capital lease obligation, less current portion | 0 | |
Long term debt | 0 | |
Lease liability - long term | (1,002) | |
Contingent consideration - pre-existing | 0 | |
Total Consideration | 101,374 | |
CityBase | ||
Business Acquisition [Line Items] | ||
Cash | 2,191 | |
Accounts receivable, net | 1,018 | |
Prepaid expense and other current assets | 170 | |
Fixed assets | 500 | |
Loan receivable - related party | 175 | |
Right of use assets | 0 | |
Other assets | 783 | |
Intangible assets | 45,914 | 48,155 |
Goodwill | 106,357 | |
Accounts payable and accrued expenses | (1,192) | |
Contract liabilities | (816) | |
Lease liability - short term | 0 | |
Deferred tax liability | (6,153) | |
Other current liabilities | 0 | |
Capital lease obligations - current portion | (139) | |
Contract and other long-term liabilities | (1,646) | |
Capital lease obligation, less current portion | (262) | |
Long term debt | 0 | |
Lease liability - long term | 0 | |
Contingent consideration - pre-existing | 0 | |
Total Consideration | 146,900 | |
eCivis | ||
Business Acquisition [Line Items] | ||
Cash | 136 | |
Accounts receivable, net | 720 | |
Prepaid expense and other current assets | 340 | |
Fixed assets | 56 | |
Loan receivable - related party | 0 | |
Right of use assets | 901 | |
Other assets | 30 | |
Intangible assets | 11,926 | 12,997 |
Goodwill | 48,387 | |
Accounts payable and accrued expenses | (586) | |
Contract liabilities | (1,635) | |
Lease liability - short term | 0 | |
Deferred tax liability | (3,337) | |
Other current liabilities | (3) | |
Capital lease obligations - current portion | 0 | |
Contract and other long-term liabilities | (56) | |
Capital lease obligation, less current portion | 0 | |
Long term debt | 0 | |
Lease liability - long term | (901) | |
Contingent consideration - pre-existing | (790) | |
Total Consideration | 55,188 | |
OpenCounter | ||
Business Acquisition [Line Items] | ||
Cash | 107 | |
Accounts receivable, net | 46 | |
Prepaid expense and other current assets | 0 | |
Fixed assets | 29 | |
Loan receivable - related party | 0 | |
Right of use assets | 0 | |
Other assets | 0 | |
Intangible assets | 10,332 | 10,471 |
Goodwill | 21,956 | |
Accounts payable and accrued expenses | (124) | |
Contract liabilities | (483) | |
Lease liability - short term | 0 | |
Deferred tax liability | (2,434) | |
Other current liabilities | (491) | |
Capital lease obligations - current portion | 0 | |
Contract and other long-term liabilities | 0 | |
Capital lease obligation, less current portion | 0 | |
Long term debt | (525) | |
Lease liability - long term | 0 | |
Contingent consideration - pre-existing | 0 | |
Total Consideration | 28,413 | |
Questica | ||
Business Acquisition [Line Items] | ||
Cash | 6,762 | |
Accounts receivable, net | 1,257 | |
Prepaid expense and other current assets | 77 | |
Fixed assets | 182 | |
Loan receivable - related party | 0 | |
Right of use assets | 296 | |
Other assets | 1,061 | |
Intangible assets | 33,329 | 33,821 |
Goodwill | 57,971 | |
Accounts payable and accrued expenses | (909) | |
Contract liabilities | (2,774) | |
Lease liability - short term | (296) | |
Deferred tax liability | (10,147) | |
Other current liabilities | (767) | |
Capital lease obligations - current portion | 0 | |
Contract and other long-term liabilities | 0 | |
Capital lease obligation, less current portion | 0 | |
Long term debt | 0 | |
Lease liability - long term | 0 | |
Contingent consideration - pre-existing | (1,237) | |
Total Consideration | 84,805 | |
Sherpa | ||
Business Acquisition [Line Items] | ||
Cash | 632 | |
Accounts receivable, net | 587 | |
Prepaid expense and other current assets | 33 | |
Fixed assets | 2 | |
Loan receivable - related party | 0 | |
Right of use assets | 0 | |
Other assets | 0 | |
Intangible assets | 4,226 | $ 4,914 |
Goodwill | 2,497 | |
Accounts payable and accrued expenses | (188) | |
Contract liabilities | 0 | |
Lease liability - short term | 0 | |
Deferred tax liability | 0 | |
Other current liabilities | 0 | |
Capital lease obligations - current portion | 0 | |
Contract and other long-term liabilities | 0 | |
Capital lease obligation, less current portion | 0 | |
Long term debt | 0 | |
Lease liability - long term | 0 | |
Contingent consideration - pre-existing | 0 | |
Total Consideration | $ 7,789 |
Business Combination - Addition
Business Combination - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 07, 2021 | Jun. 30, 2019 | Feb. 19, 2019 | Feb. 18, 2019 | Feb. 12, 2019 | Oct. 31, 2020 | Jun. 30, 2019 | Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 19, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 193,478 | $ 193,894 | ||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||
Percentage of Shares Redeemed | 40.00% | |||||||||||
Common stock redeemed, Shares | 100,000 | |||||||||||
Increase in the aggregate consideration | $ 400 | |||||||||||
Business Combination Consideration In Conversion Stock | $ 0.04 | |||||||||||
Share Price | $ 7.70 | $ 7.70 | $ 3.50 | |||||||||
Dividends unpaid per share | $ 7.72 | $ 7.72 | $ 10 | |||||||||
Temporary Equity Number Of Shares Redeemed | 500,000 | 500,000 | 0 | 0 | 0 | |||||||
Business Combination, Acquisition Related Costs | $ 151 | $ 36,988 | ||||||||||
Business Acquisition, Transaction Costs | 37,000 | $ 37,000 | ||||||||||
Incremental cost | $ 200 | |||||||||||
Transfer Restriction | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,008,283 | |||||||||||
Bonfire Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 48,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,156,014 | |||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||
Business Acquisition Shares Exchange | 2,093,612 | |||||||||||
Share Price | $ 12 | |||||||||||
Escrow Deposit | $ 3,100 | |||||||||||
Common Stock Held in Escrow | 690,000 | |||||||||||
Decrease in the aggregate consideration | 100 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,218,937 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 408,667 | |||||||||||
City Base Holders Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 62,200 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,155,961 | |||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||
Increase in the aggregate consideration | $ 200 | |||||||||||
Business Combination Consideration In Conversion Stock | $ 0.04 | |||||||||||
Escrow Deposit | $ 2,100 | |||||||||||
Common Stock Held in Escrow | 1,000,000 | |||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | |||||||||||
Business Combination, Acquisition Related Costs | $ 1,100 | |||||||||||
City Base Holders Acquisition | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 10.00% | |||||||||||
City Base Holders Acquisition | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 8.00% | |||||||||||
City Base Holders Acquisition | GTY Cayman | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 380,937 | |||||||||||
Sale of Stock, Consideration Received on Transaction | $ 3,800 | |||||||||||
Ecivis Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 14,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,883,433 | |||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||
Redemption Price Per Share | $ 10 | |||||||||||
Percentage of Shares Redeemed | 40.00% | |||||||||||
Increase in the aggregate consideration | $ 500 | |||||||||||
Share Price | $ 12 | |||||||||||
Escrow Deposit | $ 3,600 | |||||||||||
Common Stock Held in Escrow | 242,200 | |||||||||||
Cash transferred | $ 1,900 | |||||||||||
Temporary Equity Number Of Shares Redeemed | 703,631 | |||||||||||
Business Combination, Acquisition Related Costs | $ 200 | |||||||||||
Redeemable shares | 71,428 | |||||||||||
Ecivis Acquisition | Subsequent Event [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payment to redeem shares | $ 8,000 | |||||||||||
Open Counter Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 9,700 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,580,990 | |||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||
Share Price | $ 12 | |||||||||||
Escrow Deposit | $ 1,300 | |||||||||||
Common Stock Held in Escrow | 164,554 | |||||||||||
Decrease in the aggregate consideration | $ 100 | |||||||||||
Questica Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 44,400 | |||||||||||
Share Price | $ 12 | |||||||||||
Escrow Deposit | $ 100 | |||||||||||
Common Stock Held in Escrow | 800,000 | |||||||||||
Dividends unpaid per share | $ 10 | |||||||||||
Weighted average price | 5 days | |||||||||||
Number of shares redeemed | 500,000 | |||||||||||
Conversion price | $ 7.72 | $ 7.72 | ||||||||||
Common stock conversion | $ 3,900 | |||||||||||
Cash transferred | $ 1,300 | |||||||||||
Incremental cost | $ 200 | |||||||||||
Questica Acquisition | Before Sixty Days | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Temporary Equity Value Of Shares Redeemed | 5,000 | |||||||||||
Questica Acquisition | After Sixty Days | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Temporary Equity Value Of Shares Redeemed | $ 5,000 | |||||||||||
Sherpa Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 4,200 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 100,000 | |||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||
Escrow Deposit | $ 900 | |||||||||||
Decrease in the aggregate consideration | $ 200 | |||||||||||
Sherpa Acquisition | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 8.00% | |||||||||||
Sherpa Acquisition | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 5.50% | |||||||||||
Exchangeable Shares | Bonfire Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition Shares Exchange | 2,161,741 | 193,645 | ||||||||||
Redeemable Common Stock | Ecivis Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Redeemable shares | 178,571 | |||||||||||
Class A Exchangeable Shares | Questica Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition Shares Exchange | 2,600,000 | |||||||||||
Class B Exchangeable Shares | Questica Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition Shares Exchange | 1,000,000 | |||||||||||
Class C Exchangeable Shares | Questica Acquisition | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition Shares Exchange | 500,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | $ 286,635 | |
Goodwill from initial purchase price allocation | $ 332,602 | |
Measurement period adjustment | (13,769) | |
Goodwill impairment | (32,198) | (2,000) |
Goodwill, Ending Balance | 286,635 | 284,635 |
Bonfire | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 68,744 | |
Goodwill from initial purchase price allocation | 81,964 | |
Measurement period adjustment | (299) | |
Goodwill impairment | (12,921) | |
Goodwill, Ending Balance | 68,744 | 68,744 |
CityBase | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 88,327 | |
Goodwill from initial purchase price allocation | 119,741 | |
Measurement period adjustment | (13,384) | |
Goodwill impairment | (18,030) | |
Goodwill, Ending Balance | 88,327 | 88,327 |
eCivis | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 47,140 | |
Goodwill from initial purchase price allocation | 47,397 | |
Measurement period adjustment | 990 | |
Goodwill impairment | (1,247) | (2,000) |
Goodwill, Ending Balance | 47,140 | 45,140 |
OpenCounter | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 21,956 | |
Goodwill from initial purchase price allocation | 22,524 | |
Measurement period adjustment | (568) | |
Goodwill, Ending Balance | 21,956 | 21,956 |
Questica | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 57,971 | |
Goodwill from initial purchase price allocation | 57,479 | |
Measurement period adjustment | 492 | |
Goodwill, Ending Balance | 57,971 | 57,971 |
Sherpa | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 2,497 | |
Goodwill from initial purchase price allocation | 3,497 | |
Measurement period adjustment | (1,000) | |
Goodwill, Ending Balance | $ 2,497 | $ 2,497 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | Successor | Successor |
Gross Carrying Amount | $ 128,597 | $ 128,597 | $ 128,597 | ||
Accumulated Amortization | (12,809) | (12,809) | (27,490) | ||
Net Carrying Amount | 115,788 | 115,788 | 101,107 | ||
Patents And Development Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 60,084 | 60,084 | 60,084 | ||
Accumulated Amortization | (6,496) | (6,496) | (14,026) | ||
Net Carrying Amount | 53,588 | 53,588 | 46,058 | ||
Trade Names And Trade Marks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 16,348 | 16,348 | 16,348 | ||
Accumulated Amortization | (1,579) | (1,579) | (3,227) | ||
Net Carrying Amount | 14,769 | 14,769 | 13,121 | ||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 51,003 | 51,003 | 51,003 | ||
Accumulated Amortization | (4,400) | (4,400) | (9,514) | ||
Net Carrying Amount | 46,603 | 46,603 | 41,489 | ||
Noncompete Agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 1,162 | 1,162 | 1,162 | ||
Accumulated Amortization | (334) | (334) | (723) | ||
Net Carrying Amount | $ 828 | $ 828 | $ 439 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Useful lives of acquired (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Patents And Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Trademarks and Trade Names [Member] | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Trademarks and Trade Names [Member] | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Noncompete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated aggregate amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets | ||
Year ended December 31, 2021 | $ 14,611 | |
Year ended December 31, 2022 | 14,276 | |
Year ended December 31, 2023 | 14,224 | |
Year ended December 31, 2024 | 14,263 | |
Year ended December 31, 2025 | 14,224 | |
Thereafter | 29,509 | |
Net Carrying Amount | $ 101,107 | $ 115,788 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | 24 Months Ended |
Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | |
Goodwill, Impairment Loss | $ 32,198 | $ 2,000 | ||
Description Of Goodwill Impaired Change In Estimate | To demonstrate the sensitivity of the estimates, a change in 100 basis points of the discount rate would result in an approximate 8% change in the fair value of the reporting unit. | |||
Amortization of Intangible Assets | $ 32 | 12,809 | $ 14,681 | |
Impairment charges | $ 0 | |||
Bonfire | ||||
Goodwill, Impairment Loss | 12,921 | |||
CityBase | ||||
Goodwill, Impairment Loss | 18,030 | |||
eCivis | ||||
Goodwill, Impairment Loss | $ 1,247 | $ 2,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 13, 2019 | Feb. 18, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Aug. 08, 2018 |
Related Party Transaction [Line Items] | ||||||
Compensation Terms For Broker Dealer | an amount per share in cash equal to the difference between the redemption price and $9.90. | |||||
Cash Compensation Paid | $ 250,000 | |||||
Repayments of Convertible Debt | $ 1,000,000 | |||||
Payments For Loss On Sale Of Shares | $ 4,000,000 | |||||
Debt Instrument, Face Amount | 1,000,000 | $ 28,210,000 | ||||
Loss On Conversion Of Shares | $ 3,000,000 | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | the option to convert any amounts outstanding under the Convertible Note, up to $1.0 million in the aggregate, into warrants at a conversion price of $1.50 per warrant | |||||
Debt outstanding | $ 26,632,000 | |||||
Sponsor Convertible Note | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||
Convertible Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Line of Credit Facility, Current Borrowing Capacity | $ 400,000 | |||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||
Debt outstanding | $ 0 | |||||
Common Class A | ||||||
Related Party Transaction [Line Items] | ||||||
Redemption Price Per Share | $ 10.29 | |||||
Common Stock Shares Issued To Broker | 1,000,000 | |||||
Shares Issued, Price Per Share | $ 9.90 | |||||
Common Stock Shares Reimbursed Under Obligation | 1,942,953 | |||||
Common Stock shares Not Redeemed | 1,500,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Exercised | (117) | (112,526) | |
Weighted Average Remaining Contractual Life (in years) | 7 years 10 months 24 days | ||
Total Intrinsic Value, Outstanding | $ 1,293 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding as of December 31,2019 | 274,559 | ||
Number of Shares, Granted | 408,667 | ||
Number of Shares, Exercised | (8,080) | ||
Number of Shares, Forfeited/expired | (20,575) | ||
Number of Shares, Outstanding as of December 31, 2020 | 245,904 | 274,559 | |
Number of Shares, Options vested and exercisable | 172,582 | ||
Weighted Average Exercise Price, Outstanding as of December 31,2019 | $ 2.14 | ||
Weighted Average Exercise Price, Exercised | 1.16 | ||
Weighted Average Exercise Price, Forfeited/expired | 1.16 | ||
Weighted Average Exercise Price, Outstanding as of December 31, 2020 | 2.26 | $ 2.14 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 2.24 | ||
Weighted Average Remaining Contractual Life (in years) | 7 years | ||
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 6 years 10 months 24 days | ||
Total Intrinsic Value, Outstanding | $ 1,130 | ||
Total Intrinsic Value, Options vested and exercisable | $ 795 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of Shares, Unvested as of December 31, 2019 | 3,278,324 | |
Number of Shares, Granted | 3,054,100 | |
Number of Shares, Vested | (786,137) | |
Number of Shares, Forfeited/ Expired | (2,265,997) | |
Number of Shares, Unvested as of December 31. 2020 | 3,278,324 | 3,280,290 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Price, Unvested as of December 31, 2019 | $ 6.55 | |
Weighted Average Grant Price, Granted | 5.05 | |
Weighted Average Grant Price, Vested | 5.20 | |
Weighted Average Grant Price, Forfeited/ Expired | 7.33 | |
Weighted Average Grant Price, Unvested as of December 31, 2020 | $ 6.55 | $ 4.94 |
Vest in ratable annual installments over either two or four years | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vesting period | 2 years | |
Vest in ratable annual installments over either two or four years | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vesting period | 4 years | |
Vest over a three-year performance period | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Vesting period | 3 years |
Share-Based Compensation - Addi
Share-Based Compensation - Additional information (Details) - USD ($) $ in Millions | 10 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based compensation expense | $ 2.6 | $ 0.5 |
Remaining contractual term | 7 months 6 days | |
Stock Options | ||
Stock options granted | 408,667 | |
Grant date fair value of stock options | $ 3.6 | |
Unrecognized share-based compensation cost of stock options | 0.5 | |
Restricted Stock Units | ||
Share-based compensation expense | 2.8 | $ 8.2 |
RSUs granted | 3,054,100 | |
Unrecognized share-based compensation expense of RSUs | $ 11.3 | |
Remaining contractual term | 1 year 1 month 6 days | |
Performance Shares | ||
RSUs granted | 731,032 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating leases | |
Amortization of right-of-use assets | $ 68 |
Interest | 159 |
Operating lease cost | 1,882 |
Total least cost | $ 2,109 |
Weighted-average remaining lease term - finance leases | 1 year 2 months 12 days |
Weighted-average remaining lease term - operating leases | 7 years 6 months |
Weighted-average discount rate - finance leases | 13.30% |
Weighted-average discount rate - operating leases | 6.20% |
Bonfire | |
Operating leases | |
Operating lease cost | $ 431 |
Total least cost | $ 431 |
Weighted-average remaining lease term - operating leases | 1 year 6 months |
Weighted-average discount rate - operating leases | 9.90% |
CityBase | |
Operating leases | |
Amortization of right-of-use assets | $ 68 |
Interest | 159 |
Operating lease cost | 610 |
Total least cost | $ 837 |
Weighted-average remaining lease term - finance leases | 1 year 2 months 12 days |
Weighted-average remaining lease term - operating leases | 10 months 24 days |
Weighted-average discount rate - finance leases | 13.30% |
Weighted-average discount rate - operating leases | 10.00% |
eCivis | |
Operating leases | |
Operating lease cost | $ 260 |
Total least cost | 260 |
Questica | |
Operating leases | |
Operating lease cost | 581 |
Total least cost | $ 581 |
Weighted-average remaining lease term - operating leases | 9 years 8 months 12 days |
Weighted-average discount rate - operating leases | 4.80% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ended December 31, 2021 | $ 1,344 |
Year Ended December 31, 2022 | 662 |
Year Ended December 31, 2023 | 361 |
Year Ended December 31, 2024 | 346 |
Year Ended December 31, 2025 | 413 |
Thereafter | 2,087 |
Total | 5,213 |
Less present value discount | (970) |
Present value of lease liabilities | 4,243 |
Finance Lease, Liability, Payment, Due [Abstract] | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 581 |
Finance Lease, Liability, Payments, Due Year Two | 197 |
Finance Lease, Liability, Payment, Due | 778 |
Finance Lease, Liability, Undiscounted Excess Amount | (50) |
Finance Lease, Liability | 728 |
Bonfire | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ended December 31, 2021 | 482 |
Year Ended December 31, 2022 | 257 |
Total | 739 |
Less present value discount | (44) |
Present value of lease liabilities | 695 |
CityBase | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ended December 31, 2021 | 458 |
Total | 458 |
Less present value discount | (38) |
Present value of lease liabilities | 420 |
Questica | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ended December 31, 2021 | 404 |
Year Ended December 31, 2022 | 405 |
Year Ended December 31, 2023 | 361 |
Year Ended December 31, 2024 | 346 |
Year Ended December 31, 2025 | 413 |
Thereafter | 2,087 |
Total | 4,016 |
Less present value discount | (888) |
Present value of lease liabilities | $ 3,128 |
Term Loans (Details)
Term Loans (Details) - USD ($) | Nov. 13, 2020 | Feb. 14, 2020 | May 31, 2020 | Dec. 31, 2020 | Feb. 18, 2019 |
Aggregate principal amount | $ 28,210,000 | $ 1,000,000 | |||
Unamortized deferred issuance costs | 1,647,000 | ||||
Amortization of Debt Issuance Costs | 759,000 | ||||
Paycheck Protection Program | |||||
Aggregate principal amount | $ 3,210,000 | ||||
Interest rate | 1.00% | ||||
Paid in kind interest rate percentage | 0.00% | ||||
Loan proceeds | $ 3,200,000 | ||||
Term | 2 years | ||||
Paycheck Protection Program | Citybase | |||||
Loan proceeds | $ 2,000,000 | ||||
Paycheck Protection Program | eCivis | |||||
Loan proceeds | 900,000 | ||||
Paycheck Protection Program | Sherpa | |||||
Loan proceeds | $ 200,000 | ||||
February 2020 Credit Facility [Member] | |||||
Aggregate principal amount | $ 12,000,000 | ||||
Deferred issuance costs | 700,000 | ||||
Deferred debt issuance cost applied to interest expenses | 400,000 | ||||
Other deferred issuance cost | $ 300,000 | ||||
Period after which interest rate becomes applicable | 6 months | ||||
Annual increase in interest rate | 1.00% | ||||
Unamortized deferred issuance costs | $ 200,000 | ||||
November 2020 Credit Facility [Member] | |||||
Aggregate principal amount | $ 25,000,000 | $ 25,000,000 | |||
Unamortized deferred issuance costs | $ 1,647,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.15% | ||||
Paid in kind interest rate percentage | 2.00% | 2.00% | |||
Interest expense | $ 1,100,000 | ||||
Amortization of Debt Issuance Costs | 500,000 | ||||
Accrued interest | $ 200,000 | ||||
November 2020 Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Interest rate | 8.00% | 8.00% |
Term Loans -Schedule (Details)
Term Loans -Schedule (Details) - USD ($) | Nov. 13, 2020 | Dec. 31, 2020 | Feb. 18, 2019 |
Principal | $ 28,210,000 | $ 1,000,000 | |
Payment-in-kind ("PIK") accrued interest | 69,000 | ||
Unamortized deferred issuance costs | (1,647,000) | ||
Term loans, net | 26,632,000 | ||
Paycheck Protection Program | |||
Principal | 3,210,000 | ||
Term loans, net | $ 3,210,000 | ||
Interest rate | 1.00% | ||
PIK Interest Rate | 0.00% | ||
November 2020 Credit Facility [Member] | |||
Principal | $ 25,000,000 | $ 25,000,000 | |
Payment-in-kind ("PIK") accrued interest | 69,000 | ||
Unamortized deferred issuance costs | (1,647,000) | ||
Term loans, net | $ 23,422,000 | ||
PIK Interest Rate | 2.00% | 2.00% | |
November 2020 Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Interest rate | 8.00% | 8.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation allowance | $ 7,367 | $ 794 |
Unrecognized tax benefits | 0 | $ 0 |
Interest expense or penalties related to unrecognized tax benefits | 0 | |
Domestic Tax Authority [Member] | ||
Net operating losses | 61,500 | |
Canada Revenue Agency [Member] | Foreign Tax Authority [Member] | ||
Net operating losses | $ 9,700 |
Income Taxes - income Tax Provi
Income Taxes - income Tax Provision (benefit) (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | |||
Current | $ 234 | ||
Deferred | (1,640) | $ (6,605) | |
State | |||
Current | 108 | 3 | |
Deferred | (251) | (3,459) | |
Foreign | |||
Current | (56) | ||
Deferred | (890) | 1,522 | |
Income Tax Expense (Benefit), Total | $ (8,595) | $ (2,439) | $ (8,595) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of US Federal Statutory Tax Rates (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the US federal statutory tax rates and the effective tax rates | ||
Statutory federal income tax provision | 21.00% | 21.00% |
State taxes, net of federal income tax effect | 4.50% | 2.60% |
Foreign taxes | 0.60% | (8.80%) |
Goodwill impairment expense | 0.00% | (3.90%) |
Permenant items | (6.80%) | 0.00% |
Nondeductible merger expenses | 0.00% | (3.30%) |
Valuation allowance | (14.20%) | (0.70%) |
Other | 0.20% | 1.30% |
Total | 5.30% | 8.20% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 18, 2019 |
Deferred tax assets: | |||
Depreciation | $ 1,035 | ||
Settlement amount | $ 985 | 985 | |
Stock-based compensation | 2,391 | 487 | |
Lease liability | 125 | 510 | |
Net operating losses | 20,858 | 19,094 | |
Tax credits | 589 | 238 | |
Deferred revenue | 1,380 | ||
Deferred commissions | 819 | ||
Other | 496 | (32) | |
Total deferred tax assets | 27,643 | 22,317 | |
Less: valuation allowance | (7,367) | (794) | |
Deferred tax assets, net of valuation allowance | 20,276 | 21,523 | |
Deferred tax liabilities: | |||
Property and equipment | (901) | ||
Intangible Assets | (36,177) | (41,316) | |
Right of use assets | (119) | (483) | |
State deferreds | (561) | ||
Other | (12) | ||
Total deferred tax liabilities | (37,770) | (41,799) | |
Net deferred taxes | $ (17,494) | $ (20,276) | $ (39,900) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Feb. 19, 2020USD ($) |
Commitments and Contingencies. | |
Payments for Legal Settlements | $ 3.3 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | Feb. 20, 2020USD ($)shares | Sep. 30, 2020shares | Apr. 30, 2020shares | Mar. 31, 2020USD ($)shares | Feb. 29, 2020shares | Jul. 31, 2019USD ($)shares | Jun. 30, 2019USD ($)employee$ / sharesshares | Apr. 30, 2019shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 19, 2020$ / shares | Feb. 18, 2019USD ($) | Feb. 12, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common Stock, Shares, Issued | 52,920,228 | 56,667,035 | 52,920,228 | ||||||||||||
Common Stock, Shares, Outstanding | 52,303,862 | 55,570,282 | 52,303,862 | ||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||||||||
Warrants and Rights Outstanding | $ | $ 27,093,334 | $ 27,093,334 | $ 27,093,334 | ||||||||||||
Debt Instrument, Face Amount | $ | $ 28,210,000 | $ 1,000,000 | |||||||||||||
Temporary Equity Number Of Shares Redeemed | 500,000 | 0 | 0 | 0 | |||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 7.72 | $ 10 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||
Stock Repurchased During Period, Value | $ | $ 5,174,000 | $ 459,000 | |||||||||||||
Stock value included in treasury stock | $ | 4,200,000 | ||||||||||||||
Loss from repurchase of shares | $ | 1,000,000 | ||||||||||||||
Gain (Loss) From Repurchase Of Shares | $ | (1,032,000) | (2,056,000) | |||||||||||||
Stock Issued During Period, Private Placement of Common Stock | $ | $ 25,500,000 | $ 25,450,000 | $ 7,000,000 | ||||||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 2,000,000 | ||||||||||||||
Share Price | $ / shares | $ 7.70 | $ 3.50 | |||||||||||||
Number of Bonfire Employees | employee | 2 | ||||||||||||||
Shares expired during the period | 3,155,961 | ||||||||||||||
Common stock redeemed, Shares | 100,000 | ||||||||||||||
Acquisition redemption shares | 525,060 | ||||||||||||||
Percentage of Shares Redeemed on Redeemable Common Stock | 40.00% | ||||||||||||||
Share Redemption Incremental Shares Issued (in shares) | 334,254 | ||||||||||||||
Share Redemption value | $ | $ 2,100,000 | $ 2,056,000 | |||||||||||||
Measurement Period Adjustment To Common Stock Issued For Acquisitions, Shares | 4,150 | ||||||||||||||
Measurement Period Adjustment To Common Stock Issued For Acquisitions, Value | $ | $ 41,500 | ||||||||||||||
Payments of Stock Issuance Costs | $ | $ 1,500,000 | ||||||||||||||
Cashless Stock Options Exercised | 284 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 117 | 112,526 | |||||||||||||
Temporary Equity Number of Shares Transferred to Permanent Equity | 3,900,000 | ||||||||||||||
Temporary Equity Value in Cash | $ | $ 1,300,000 | ||||||||||||||
Temporary Equity, Accretion to Redemption Value | $ | $ 200,000 | ||||||||||||||
Warrants and Rights Redemption Price Per Share | 0.01 | ||||||||||||||
Minimum | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 18 | $ 18 | |||||||||||||
Subscription Agreements [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock Shares Surrendered | 231,179 | ||||||||||||||
GTY Merger [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Temporary Equity Number Of Shares Redeemed | 11,073,040 | ||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.29 | ||||||||||||||
Questica Exchangeco [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number Of Shares Issued Upon Exchange | 1,550,388 | ||||||||||||||
Bonfire | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 352,675 | ||||||||||||||
Business Acquisition Shares Exchange | 230,199 | ||||||||||||||
Number Of Shares Issued Upon Exchange | 336,965 | ||||||||||||||
OpenCounter | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ | $ 1,000,000 | ||||||||||||||
Stock Repurchased During Period, Shares | 100,000 | ||||||||||||||
eCivis | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Shares | 71,428 | ||||||||||||||
Restricted Stock Units | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Shares, Issued | 97,595 | 97,595 | |||||||||||||
Private Placement [Member] | Subscription Agreements [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale Of Warrants | 500,000 | ||||||||||||||
Warrants Issued Value | $ | $ 250,000 | ||||||||||||||
Warrants Issued Price | $ / shares | $ 0.50 | ||||||||||||||
Warrants Stated Or Par Value Per Warrant | $ / shares | 1 | ||||||||||||||
Treasury Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Value | $ | $ 2,500,000 | $ 5,174,000 | $ 459,000 | ||||||||||||
Stock Repurchased During Period, Shares | 250,000 | 616,366 | |||||||||||||
Stock Repurchased During Period, Value At Stock Price | $ | $ 1,700,000 | ||||||||||||||
Gain (Loss) From Repurchase Of Shares | $ | $ 800,000 | ||||||||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 3,500,000 | 2,000,000 | |||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Shares | 127,712 | ||||||||||||||
Common Class A | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 400,000,000 | ||||||||||||||
Temporary Equity Number Of Shares Redeemed | 20,289,478 | ||||||||||||||
Temporary Equity Value Of Number Of Shares Redeemed | $ | $ 114,000,000 | ||||||||||||||
Temporary Equity Number of Shares Transferred to Permanent Equity | 9,216,438 | ||||||||||||||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ | $ 88,900,000 | ||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 1,100,000 | ||||||||||||||
Common Class A | Subscription Agreements [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 10 | ||||||||||||||
Common Stock, Shares, Issued | 12,863,098 | ||||||||||||||
Common Stock, Value, Subscriptions | $ | $ 126,400,000 | ||||||||||||||
Common Class A | Subscription Agreements [Member] | CityBase | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 10 | ||||||||||||||
Common Stock, Shares, Issued | 380,937 | ||||||||||||||
Common Stock, Value, Subscriptions | $ | $ 3,800,000 | ||||||||||||||
Common Class A | GTY Merger [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number Of Shares Exchanged During Period | 22,978,520 | ||||||||||||||
Common Class A | Questica Exchangeco [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,600,000 | ||||||||||||||
Common Class B | GTY Merger [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number Of Shares Exchanged During Period | 13,568,821 | ||||||||||||||
Number Of Shares Issued Upon Exchange | 36,547,341 | ||||||||||||||
Common Class B | Questica Exchangeco [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | ||||||||||||||
Series A Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 11,973,154 | ||||||||||||||
Redeemable Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 3,955,442 | ||||||||||||||
Redeemable Common Stock | eCivis | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Shares | 178,571 | ||||||||||||||
Common Class C [Member] | Questica Exchangeco [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | ||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 500,000 | 500,000 | |||||||||||||
Exchangeable Shares | Questica Exchangeco [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,161,741 | ||||||||||||||
Exchangeable Shares | Bonfire | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Business Acquisition Shares Exchange | 246,097 | 193,645 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Feb. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | Successor | Successor | |
Total revenues | $ 4,928 | $ 31,515 | $ 48,128 | |||
Cost of goods sold | 1,614 | 11,928 | 18,468 | |||
Income (loss) from operations | (1,555) | (103,917) | (42,718) | |||
Amortization of Intangible Assets | 32 | 12,809 | 14,681 | |||
Depreciation expense | 148 | 355 | 863 | |||
Interest income (expense), net | (170) | 225 | (1,758) | |||
Benefit from (provision for) income taxes | 8,595 | 2,439 | $ 8,595 | |||
Goodwill | $ 286,635 | 286,635 | 284,635 | 286,635 | ||
Assets | 434,393 | 434,393 | 432,447 | 434,393 | ||
Corporate Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | |||
Cost of goods sold | 0 | 0 | 0 | |||
Income (loss) from operations | 0 | (28,752) | (10,459) | |||
Amortization of Intangible Assets | 0 | 0 | 0 | |||
Depreciation expense | 0 | 0 | 0 | |||
Interest income (expense), net | 0 | 530 | (1,663) | |||
Benefit from (provision for) income taxes | 0 | 3,579 | (1,334) | |||
Goodwill | 0 | 0 | 0 | 0 | ||
Assets | 25,899 | 25,899 | 31,407 | 25,899 | ||
Bonfire | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 593 | 3,863 | 7,806 | |||
Cost of goods sold | 124 | 1,003 | 1,520 | |||
Income (loss) from operations | (741) | (22,860) | (4,750) | |||
Amortization of Intangible Assets | 2,286 | 2,658 | ||||
Depreciation expense | 70 | 62 | 138 | |||
Interest income (expense), net | 5 | 14 | 2 | |||
Benefit from (provision for) income taxes | 1,820 | 691 | ||||
Goodwill | 68,744 | 68,744 | 68,744 | 68,744 | ||
Assets | 92,803 | 92,803 | 92,841 | 92,803 | ||
CityBase | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 820 | 7,122 | 8,863 | |||
Cost of goods sold | 746 | 5,063 | 6,682 | |||
Income (loss) from operations | (1,499) | (32,666) | (22,557) | |||
Amortization of Intangible Assets | 4,750 | 5,504 | ||||
Depreciation expense | 33 | 132 | 459 | |||
Interest income (expense), net | (69) | (327) | (92) | |||
Benefit from (provision for) income taxes | 4,230 | 1,922 | ||||
Goodwill | 88,327 | 88,327 | 88,327 | 88,327 | ||
Assets | 122,851 | 122,851 | 110,339 | 122,851 | ||
eCivis | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 673 | 4,742 | 6,693 | |||
Cost of goods sold | 267 | 1,744 | 3,030 | |||
Income (loss) from operations | (265) | (772) | (4,233) | |||
Amortization of Intangible Assets | 32 | 1,133 | 1,310 | |||
Depreciation expense | 22 | 24 | 41 | |||
Interest income (expense), net | (1) | (6) | ||||
Benefit from (provision for) income taxes | 989 | 1,294 | ||||
Goodwill | 47,140 | 47,140 | 45,140 | 47,140 | ||
Assets | 59,456 | 59,456 | 55,676 | 59,456 | ||
OpenCounter | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 298 | 1,408 | 2,645 | |||
Cost of goods sold | 51 | 367 | 563 | |||
Income (loss) from operations | 46 | (2,159) | (2,220) | |||
Amortization of Intangible Assets | 1,039 | 1,208 | ||||
Depreciation expense | 1 | 5 | ||||
Interest income (expense), net | (111) | |||||
Benefit from (provision for) income taxes | 602 | 669 | ||||
Goodwill | 21,956 | 21,956 | 21,956 | 21,956 | ||
Assets | 29,995 | 29,995 | 28,474 | 29,995 | ||
Questica | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,913 | 10,005 | 16,527 | |||
Cost of goods sold | 296 | 2,375 | 3,446 | |||
Income (loss) from operations | 550 | (14,346) | 830 | |||
Amortization of Intangible Assets | 3,031 | 3,526 | ||||
Depreciation expense | 22 | 130 | 221 | |||
Interest income (expense), net | 5 | 9 | ||||
Benefit from (provision for) income taxes | (3,285) | (143) | ||||
Goodwill | 57,971 | 57,971 | 57,971 | 57,971 | ||
Assets | 97,013 | 97,013 | 102,436 | 97,013 | ||
Sherpa | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 631 | 4,375 | 5,594 | |||
Cost of goods sold | 130 | 1,376 | 3,227 | |||
Income (loss) from operations | $ 354 | (2,362) | 671 | |||
Amortization of Intangible Assets | 570 | 475 | ||||
Depreciation expense | 2 | 4 | ||||
Interest income (expense), net | 1 | |||||
Benefit from (provision for) income taxes | 660 | (660) | ||||
Goodwill | 2,497 | 2,497 | 2,497 | 2,497 | ||
Assets | $ 6,376 | $ 6,376 | $ 11,274 | $ 6,376 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Segment Reporting Information [Line Items] | |
Operating segments | 6 |
Sales Revenue, Net [Member] | North America [Member] | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 90.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 19, 2021 | Feb. 07, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Stock Redeemed or Called During Period, Shares | 100,000 | ||||
Subsequent Event [Member] | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Stock Redeemed or Called During Period, Shares | 521,429 | ||||
Subsequent Event [Member] | eCivis | |||||
Subsequent Event [Line Items] | |||||
Payments for Repurchase of Redeemable Noncontrolling Interest | $ 8 | ||||
Restricted Stock Units | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,054,100 | ||||
Restricted Stock Units | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 849,879 | ||||
Restricted Stock Units | Subsequent Event [Member] | Minimum | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Restricted Stock Units | Subsequent Event [Member] | Maximum | |||||
Subsequent Event [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |