Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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 Incorporation, State or Country Code | MA | |
Entity Address, Address Line One | 1180 North Town Center Drive | |
Entity Address, Address Line Two | SuiteĀ 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 $0.0001 per share | |
Trading Symbol | GTYH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 57,495,291 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 17,936 | $ 22,800 |
Accounts receivable, net | 10,752 | 9,994 |
Prepaid expenses and other current assets | 3,855 | 2,583 |
Total current assets | 32,543 | 35,377 |
Property and equipment, net | 3,651 | 3,891 |
Finance lease right of use assets | 1,330 | 1,355 |
Operating lease right of use assets | 2,539 | 2,610 |
Intangible assets, net | 97,508 | 101,107 |
Goodwill | 284,635 | 284,635 |
Other assets | 3,736 | 3,472 |
Total assets | 425,942 | 432,447 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,556 | 6,366 |
Deferred revenue - current portion | 23,345 | 22,304 |
Finance lease liability - current portion | 580 | 581 |
Operating lease liability - current portion | 1,133 | 1,316 |
Contingent consideration - current portion | 729 | 743 |
Total current liabilities | 31,343 | 31,310 |
Deferred revenue - less current portion | 2,236 | 1,602 |
Warrant liability | 7,078 | 3,040 |
Deferred tax liability | 17,144 | 17,494 |
Contingent consideration - less current portion | 43,630 | 42,530 |
Term loans, net | 26,694 | 26,632 |
Finance lease liability - less current portion | 5 | 147 |
Operating lease liability - less current portion | 2,916 | 2,927 |
Total liabilities | 131,046 | 125,682 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock | 6 | 6 |
Exchangeable shares | 50,637 | 54,224 |
Additional paid in capital | 393,082 | 380,881 |
Accumulated other comprehensive income | 261 | 6 |
Treasury stock | (8,343) | (5,633) |
Accumulated deficit | (140,747) | (122,719) |
Total shareholders' equity | 294,896 | 306,765 |
Total liabilities and shareholders' equity | $ 425,942 | $ 432,447 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Revenues | $ 13,259 | $ 11,276 |
Cost of revenues | 4,742 | 4,527 |
Gross Profit | 8,517 | 6,749 |
Operating expenses | ||
Sales and marketing | 3,762 | 4,854 |
General and administrative | 5,193 | 7,449 |
Research and development | 2,985 | 3,798 |
Amortization of intangible assets | 3,599 | 3,673 |
Restructuring charges | 3,466 | |
Change in fair value of contingent consideration | 1,114 | 29 |
Total operating expenses | 16,653 | 23,269 |
Loss from operations | (8,136) | (16,520) |
Other income (expense) | ||
Interest income (expense), net | (859) | (236) |
Loss from repurchase/issuance of shares | (5,333) | (2,056) |
Change in fair value of warrant liability | (4,038) | (1,563) |
Other income , net | 168 | 499 |
Total other income (expense), net | (10,062) | (3,356) |
Loss before income taxes | (18,198) | (19,876) |
Benefit from income taxes | 170 | 2,521 |
Net loss | $ (18,028) | $ (17,355) |
Net loss per share, basic and diluted | $ (0.32) | $ (0.33) |
Weighted average common shares outstanding, basic and diluted | 55,828 | 52,575 |
Other comprehensive loss: | ||
Foreign currency translation gain (loss) | $ 255 | $ 2,049 |
Total other comprehensive gain (loss) | 255 | 2,049 |
Comprehensive loss | $ (17,773) | $ (15,306) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common StockPreviously Reported [Member] | Common Stock | Exchangeable SharesPreviously Reported [Member] | Exchangeable Shares | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member]Revision of Prior Period, Error Correction, Adjustment [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member]Previously Reported [Member] | Treasury Stock [Member] | Accumulated Deficit [Member]Previously Reported [Member] | Accumulated Deficit [Member]Revision of Prior Period, Adjustment [Member] | Accumulated Deficit [Member]Revision of Prior Period, Error Correction, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member]Previously Reported [Member] | Accumulated Other Comprehensive Income [Member] | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | Total |
Balance at Dec. 31, 2019 | $ 5 | $ 5 | $ 45,681 | $ 45,681 | $ 340,625 | $ (9,351) | $ 331,274 | $ (5,174) | $ (5,174) | $ (71,460) | $ 4,180 | $ (67,280) | $ 370 | $ 370 | $ 310,047 | $ (5,171) | $ 304,876 | |||
Balance (in shares) at Dec. 31, 2019 | 52,303,862 | 52,303,862 | 5,568,096 | 5,568,096 | ||||||||||||||||
Net loss | (17,355) | (17,355) | ||||||||||||||||||
Share-based compensation | 3,295 | 3,295 | ||||||||||||||||||
Share Redemption (in shares) | 334,254 | |||||||||||||||||||
Share Redemption | 2,056 | 2,056 | ||||||||||||||||||
Shares issued for contingent consideration | $ 10,000 | 10,000 | ||||||||||||||||||
Shares issued for contingent consideration (in shares) | 550,388 | |||||||||||||||||||
Vested and settled restricted stock units (in shares) | 31,250 | |||||||||||||||||||
Stock option exercises | 4 | 4 | ||||||||||||||||||
Stock option exercises (in shares) | 3,699 | |||||||||||||||||||
Foreign currency translation gain | 2,049 | 2,049 | ||||||||||||||||||
Exchangeable shares converted to Common Stock | $ (2,461) | 2,461 | ||||||||||||||||||
Exchangeable shares converted to Common Stock (in shares) | 246,097 | (246,097) | ||||||||||||||||||
Balance at Mar. 31, 2020 | $ 5 | $ 53,220 | 339,090 | (5,174) | (84,635) | 2,419 | 304,925 | |||||||||||||
Balance (in shares) at Mar. 31, 2020 | 52,919,162 | 5,872,387 | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 6 | $ 6 | $ 54,224 | $ 54,224 | $ 390,232 | $ (9,351) | 380,881 | $ (5,633) | (5,633) | $ (129,030) | $ 6,311 | (122,719) | $ 6 | 6 | $ 309,805 | $ (3,040) | 306,765 | |||
Balance (in shares) at Dec. 31, 2020 | 55,570,282 | 55,570,282 | 5,972,779 | 5,972,779 | ||||||||||||||||
Net loss | (18,028) | (18,028) | ||||||||||||||||||
Issuance of common stock | 6,790 | 6,790 | ||||||||||||||||||
Issuance of common stock(in shares) | 935,633 | |||||||||||||||||||
Share-based compensation | 1,823 | 1,823 | ||||||||||||||||||
Common stock issued for exchangeable shares(in shares) | 358,658 | (358,658) | ||||||||||||||||||
Common stock issued for exchangeable shares | $ (3,587) | 3,587 | ||||||||||||||||||
Share Redemption (in shares) | (525,060) | |||||||||||||||||||
Share Redemption | (2,710) | (2,710) | ||||||||||||||||||
Vested and settled restricted stock units (in shares) | 1,095,689 | |||||||||||||||||||
Stock option exercises | 1 | 1 | ||||||||||||||||||
Stock option exercises (in shares) | 792 | |||||||||||||||||||
Foreign currency translation gain | 255 | 255 | ||||||||||||||||||
Balance at Mar. 31, 2021 | $ 6 | $ 50,637 | $ 393,082 | $ (8,343) | $ (140,747) | $ 261 | 294,896 | |||||||||||||
Balance (in shares) at Mar. 31, 2021 | 57,435,994 | 5,614,121 | ||||||||||||||||||
Common stock redeemed, Amount | $ 8,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (18,028) | $ (17,355) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation of property and equipment | 253 | 54 |
Amortization of intangible assets | 3,599 | 3,673 |
Amortization of right of use assets | 279 | 431 |
Share-based compensation | 1,823 | 3,295 |
Deferred income tax benefit | (170) | (2,521) |
Loss on issuance/repurchase of shares | 5,333 | 2,056 |
Change in fair value of warrant liability | 4,038 | 1,563 |
Amortization of deferred debt issuance costs | 172 | 66 |
Accrual of paid in kind interest | 130 | |
(Gain) loss on extinguishment of debt | (239) | |
Bad debt expense (recovery) | 5 | 69 |
Loss on disposal of fixed assets | 24 | |
Change in fair value of contingent consideration | 1,114 | 29 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (789) | 522 |
Prepaid expenses and other assets | (1,536) | (1,122) |
Accounts payable and accrued liabilities | (813) | (546) |
Deferred revenue and other liabilities | 1,747 | (42) |
Operating lease liabilities | (348) | (441) |
Net cash (used in) provided by operating activities | (3,406) | (10,269) |
Cash flows from investing activities: | ||
Capital expenditures | (31) | (1,111) |
Net cash (used in) provided by investing activities | (31) | (1,111) |
Cash flows from financing activities: | ||
Proceeds from borrowings, net of issuance costs | 11,476 | |
Contingent consideration payments | (28) | (27) |
Stock options exercises | 1 | 4 |
Common stock repurchases | (8,043) | |
Proceeds from issuance of common stock, net of costs | 6,790 | |
Proceeds from disposal of fixed assets | 6 | |
Repayments of finance lease liabilities | (144) | (136) |
Net cash provided by (used in) financing activities | (1,418) | 11,317 |
Effect of foreign currency on cash | (9) | (195) |
Net change in cash and cash equivalents | (4,864) | (258) |
Cash and cash equivalents, beginning of period | 22,800 | 8,374 |
Cash and cash equivalents, end of period | 17,936 | 8,116 |
Cash - beginning of the year | 22,800 | |
Cash - end of the year | 17,936 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 510 | |
Noncash Investing and Financing Activities: | ||
Exchangeable shares issued for contingent consideration | 10,000 | |
Share Redemption (Incremental Shares Issued) | 2,056 | |
Purchases of property and equipment included in accounts payable | 382 | |
Issuance of common stock | 6,790 | |
Exchangeable shares converted to common stock | $ 3,587 | $ 2,461 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1. Organization and Business Operations GTY Technology Holdings Inc. and its subsidiaries (āGTYā or the āCompanyā) offers a cloud-based suite of solutions primarily for North American state and local governments. GTYās cloud-based suite of solutions for state and local governments addresses functions in procurement, payments, grant management, budgeting and permitting. The Company is headquartered in Las Vegas, Nevada and has other offices in the United States and Canada. The following is a brief description of the Companyās primary subsidiaries and their businesses. Bonfire, a Procurement Business 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., was incorporated in the United States on January 8, 2018 (collectively, āBonfireā or āProcurementā). Bonfire is a provider of strategic sourcing and procurement software, serving customers in government, the broader public sector, and various highly regulated commercial vertical markets. Bonfire offers customers and their sourcing professionals a modern software-as-a-service (āSaaSā) 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 Bonfireās applications are delivered as a SaaS offering, and Bonfire offers implementation and premium support services. CityBase, a Payments Business CityBase, Inc. (āCityBaseā or āPaymentsā), 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 software 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, a Grants Management Business eCivis, Inc. (āeCivisā or āGrants Managementā), 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. ā Open Counter, a Permitting Business Open Counter Enterprises Inc. (āOpen Counterā or āPermittingā), a Delaware corporation headquartered in Boston, Massachusetts, is a developer and provider of software tools for cities to streamline permitting and licensing services for municipal governments. Open Counter provides customers with software through a hosted platform and provides professional services related to software implementation. Questica, a Budget Business Questica Software Inc., Questica USCDN Inc. and its wholly-owned subsidiary Questica Ltd. (collectively, āQuesticaā) design and develop budgeting software 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 Questica Ltd.ās customers are located in the United States and Canada, with some customers located in the United Kingdom and Africa, among other countries. Sherpa, a Budget Business Sherpa Government Solutions LLC (āSherpaā and, collectively with Questica, āBudgetā) 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 Sherpaās 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Financial Statements | Note 2. Restatement of Previously Issued Financial Statements On The following tables present the effect of the revision for the financial statement line items adjusted in the affected periods: Condensed Consolidated Statements of Operations and Comprehensive Loss ā ā ā ā ā ā ā ā ā ā ā ā ā Quarter Ended March 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Change in fair value of warrant liability ā $ ā ā $ 1,563 ā $ 1,563 Net loss ā $ 15,792 ā $ 1,563 ā $ 17,355 Comprehensive loss ā $ 13,743 ā $ 1,563 ā $ 15,306 Net loss per share, basic and diluted ā $ (0.30) ā $ (0.03) ā $ (0.33) ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Statements of Cash Flows ā ā ā ā ā ā ā ā ā ā ā Quarter Ended March 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Net loss ā $ 15,792 ā $ 1,563 ā $ 17,355 Change in fair value of warrant liability ā $ ā ā $ 1,563 ā $ 1,563 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Balance Sheet ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Warrant liability ā $ ā ā $ 3,040 ā $ 3,040 Additional paid in capital ā $ 390,232 ā $ (9,351) ā $ 380,881 Accumulated deficit ā $ (129,030) ā $ 6,311 ā $ (122,719) ā ā ā ā ā ā ā ā ā ā ā |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā) for interim financial information. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (āSECā) on February 19, 2021. Certain reclassifications have been made to conform to current period presentation. Principles of Consolidation The three months ended March 31, 2021 and 2020 condensed consolidated financial statements include all accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated in the accompanying condensed consolidated financial statements. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with 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 revenues and expenses during the reporting periods. Significant items subject to such estimates include revenue recognition, the carrying value of goodwill, the fair value of acquired intangibles, the capitalization of software development costs, the useful lives of intangible assets, share-based compensation, right of use assets, warrant liability, financing and operating lease liabilities, contingent consideration and the valuation allowance of deferred tax assets resulting from net operating losses. Covid-19 Update In December 2019, the emergence of a novel coronavirus, or COVID-19, was reported and in March 2020, the World Health Organization, or WHO, characterized COVID-19 as a pandemic. The broader implications of the global emergence of COVID-19 on the Companyās business, operating results, and overall financial performance remain uncertain and they customers and its sales cycles, impact on its partners or employees, and impact on the economic environment and financial markets, all of which are uncertain and cannot be predicted. Since March 2020, the Company has seen certain new and existing customers halt or decrease investment in infrastructure, and the Company expects that certain of its current and potential customers will take actions to reduce operating expenses and moderate cash flows, including by delaying sales and requesting extended billing and payment terms. The Company will continue to actively monitor the situation and may take further actions that alter its business operations, as may be required by federal, state, or local authorities, or that the Company determines are in the best interests of its employees, customers, partners, suppliers, and stockholders. Significant Accounting Policies There have been no material changes to the Companyās significant accounting policies previously disclosed in the Companyās Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on February 19, 2021 aside from those described in Note 2. ā 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 . ā ā Level 1 ā uses quoted prices in active markets for identical assets or liabilities. ā Level 2 ā 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. ā Level 3 ā 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 Companyās only material financial instruments carried at fair value as of March 31, 2021 and December 31, 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and the fair value of its warrant liabilities are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā March 31, ā Assets ā Inputs ā Inputs ā ā 2021 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 729 ā $ ā ā $ ā ā $ 729 Contingent consideration ā long term ā 43,630 ā ā ā ā ā 43,630 Warrant liability ā ā 7,078 ā ā ā ā ā ā ā ā 7,078 Total liabilities measured at fair value ā $ 51,437 ā $ ā ā $ ā ā $ 51,437 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2020 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 743 ā $ ā ā $ ā ā $ 743 Contingent consideration ā long term ā 42,530 ā ā ā ā ā 42,530 Warrant liability ā ā 3,040 ā ā ā ā ā ā ā ā 3,040 Total liabilities measured at fair value ā $ 46,313 ā $ ā ā $ ā ā $ 46,313 ā There were no transfers made among the three levels in the fair value hierarchy during the three months ended March 31, 2021. The following tables present 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 contingent consideration liabilities measured at fair value from December 31, 2020 to March 31, 2021 were as follows: ā ā ā ā ā Contingent consideration ā December 31, 2020 $ 43,273 Change in fair value of contingent consideration ā 1,114 Payments of contingent consideration ā ā (28) Contingent consideration ā March 31, 2021 ā $ 44,359 ā On February 19, 2019, the Company consummated several acquisitions (collectively, the āAcquisitionā), pursuant to which it acquired each of Bonfire Questica The fair value of the Companyās 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 companyās achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The initial fair values of the contingent consideration were 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. Changes in the warrant liability measured at fair value from December 31, 2020 to March 31, 2021 were as follows: ā ā ā ā ā Warrant liability ā December 31, 2020 ā $ 3,040 Change in fair value of warrant liability ā 4,038 Warrant liability ā March 31, 2021 ā $ 7,078 ā ā ā ā ā The warrant liability was estimated using a Black-Scholes model derived from a Monte Carlo simulation of the Companyās outstanding public warrants. These inputs were primarily derived from the implied volatility of the traded public warrant price. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and term loans 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 instrumentās categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Disaggregation of Revenues ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Three Months Ended ā ā ā March 31, ā March 31, ā ā 2021 2020 ā Subscriptions, support and maintenance ā $ 10,165 $ 7,724 ā Professional services ā 2,941 3,169 ā License ā 63 383 ā Asset sales ā 90 ā ā Total revenues ā $ 13,259 $ 11,276 ā ā ā ā ā ā ā ā ā ā Revenues Subscription, support and maintenance The Companyās 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 on-premise support or maintenance pertaining to license sales. Revenues from on-premise support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 77% and 68% of total revenues for the three months ended March 31, 2021 and 2020, respectively. Professional services License. Asset sales. Restructuring Charges On March 30, 2020, the Company implemented a global restructuring plan which resulted in an approximate 10% reduction of the Companyās workforce. This action was intended to streamline the Companyās operational reporting and reduce operating cash outflows. The Company recorded pre-tax restructuring charges of approximately $3.5 million which is comprised of one-time employee termination benefits paid over a weighted-average period of approximately 10 months. All termination benefits associated with the restructuring plan have been paid as of March 31, 2021. Net Loss per Share Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share of common stock is computed similarly to basic net income per share of common stock 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 three months ended March 31, 2021 and 2020, diluted and basic loss per share are the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2021 and 2020 are as follows: ā ā ā ā ā ā ā ā 2021 ā 2020 Warrants to purchase common stock 27,093,334 ā 27,093,334 Unvested restricted stock units 3,173,584 ā 4,022,110 Options to purchase common stock 245,112 ā 261,027 Total 30,512,030 ā 31,376,471 ā Income Taxes In determining the quarterly benefit from income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss, adjusted for discrete items arising in that quarter. The Companyās annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% as a result of state taxes, foreign taxes and changes in the Companyās valuation allowance for domestic income taxes. For the three months ended March 31, 2021 and 2020, the Company recorded a $0.2 million and $2.5 million benefit from income taxes, respectively. ā Recently Adopted Accounting Pronouncements On January 1, 2020, the Company adopted Accounting Standards Update (āASUā) No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The adoption of this new standard did not have a material impact on the Companyās condensed consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) ā Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies various aspects related to accounting for income taxes, removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2020-06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for the Company in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets | |
Intangible Assets | Note 4. Intangible Assets The Company recognized goodwill and certain identifiable intangible assets in connection with business combinations. Identifiable intangible assets consist of the following as of March 31, 2021 and March 31, 2020: ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (15,878) ā $ 44,206 Trade Names / Trademarks ā ā 16,348 ā ā (3,623) ā ā 12,725 Customer Relationships ā ā 51,003 ā ā (10,770) ā ā 40,233 Non-Compete Agreements ā ā 1,162 ā ā (818) ā ā 344 Total Intangibles ā $ 128,597 ā $ (31,089) ā $ 97,508 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (14,026) ā $ 46,058 Trade Names / Trademarks ā ā 16,348 ā ā (3,227) ā ā 13,121 Customer Relationships ā ā 51,003 ā ā (9,514) ā ā 41,489 Non-Compete Agreements ā ā 1,162 ā ā (723) ā ā 439 Total Intangibles ā $ 128,597 ā $ (27,490) ā $ 101,107 ā ā Amortization expense recognized by the Company related to intangible assets for the three months ended March 31, 2021 and March 31, 2020 was $3.6 million and $3.7 million, respectively. The estimated aggregate future amortization expense for intangible assets is as follows: ā ā ā ā ā Nine months ended December 31, 2021 ā 11,012 Year ended December 31, 2022 ā 14,276 Year ended December 31, 2023 ā 14,224 Year ended December 31, 2024 ā 14,263 Year ended December 31, 2025 ā ā 14,224 Thereafter ā 29,509 ā ā $ 97,508 ā |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | Note 5. 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 Companyās 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 Companyās share of the landlordās operating expenses. At March 31, 2021, the Company had operating right of use assets of approximately $2.5 million and operating lease liabilities of approximately $4.0 million, which are included in the condensed consolidated balance sheet. The Company purchases kiosks that are funded by finance leases that expire on various dates through 2023 and are included in fixed assets. At March 31, 2021, the Company had finance lease right of use assets of $1.3 million and finance lease liabilities of approximately $0.6 million. The following summarizes quantitative information about the Companyās leases: ā Three Months Ended March 31, 2021: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total Finance lease cost ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Amortization of right-of-use assets ā $ ā ā $ 15 ā $ ā ā $ ā ā $ 15 Interest ā ā ā ā ā 26 ā ā ā ā ā ā ā ā 26 Operating lease cost ā ā 114 ā ā 115 ā ā 20 ā ā 109 ā ā 358 Total lease cost ā $ 114 ā $ 156 ā $ 20 ā $ 109 ā $ 399 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total ā Weighted-average remaining lease term ā finance leases ā ā N/A ā ā 1.0 ā ā N/A ā ā N/A ā ā 1.0 ā Weighted-average remaining lease term ā operating leases ā 1.2 ā 0.7 ā ā 1.8 ā 9.5 ā 7.2 ā Weighted-average discount rate ā finance leases ā ā N/A ā ā 13.0 % ā N/A ā ā N/A ā ā 13.0 % Weighted-average discount rate ā operating leases ā 9.9 % 10.0 % ā 8.0 % 4.8 % 6.2 % ā ā As of March 31, 2021, future minimum lease payments under non-cancellable leases are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā Operating ā Finance ā ā Procurement Payments Management ā Budget Leases Leases Nine months ended December 31, 2021 ā $ 365 ā $ 343 ā $ 90 ā $ 318 ā $ 1,026 ā $ 439 Year Ended December 31, 2022 ā 247 ā ā ā ā ā 123 ā 430 ā 677 ā ā 197 Year Ended December 31, 2023 ā ā ā ā ā ā ā 10 ā 383 ā 383 ā ā ā Year Ended December 31, 2024 ā ā ā ā ā ā ā ā ā 368 ā 368 ā ā ā Year Ended December 31, 2025 ā ā ā ā ā ā ā ā ā ā ā 417 ā ā 417 ā ā ā Thereafter ā ā ā ā ā ā ā ā ā 2,109 ā 2,109 ā ā ā Total ā $ 612 ā $ 343 ā $ 223 ā $ 4,025 ā $ 4,980 ā $ 636 Less present value discount ā (27) ā ā (21) ā ā (16) ā ā (883) ā ā (931) ā ā (51) Present value of lease liabilities ā $ 585 ā $ 322 ā $ 207 ā $ 3,142 ā $ 4,049 ā $ 585 ā |
Term Loans
Term Loans | 3 Months Ended |
Mar. 31, 2021 | |
Term Loans | |
Term Loans | Note 6. Term Loans ā Credit Facility ā On February 14, 2020, the Company entered into an unsecured term loan credit facility (āFebruary 2020 Credit Facilityā) that provided 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. ā On November 13, 2020, the Company entered into a senior secured term loan facility (āNovember 2020 Credit Facilityā) 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 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 March 31, 2021 and two percent payment-in-kind (āPIKā) 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 March 31, 2021, the Company was compliant with all financial covenants. ā For the three months ended March 31, 2021 and 2020, the Company recognized $0.7 million and $0.2 million of interest expense, respectively, under the February 2020 and November 2020 Credit Facilities and approximately $0.2 million and $0.1 million of debt issuance costs, respectively. At March 31, 2021, the Company had accrued approximately $0.2 million of accrued interest. ā Paycheck Protection Plan Loans (PPP Loans) ā In April and May 2020, the Companyās 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 āPPPā) administered by the Small Business Administration of the United States government. This program was established under the Coronavirus Aid, Relief and Economic Security Act (the āCARES Actā), which was created to provide fast and direct economic assistance for American workers, families, small businesses, and preserves jobs for American industries. The Company used the funds to support the compensation expenses related to its U.S. employees. These loans mature two years from the date of issuance and accrue interest at a rate of one percent per annum. As of March 31, 2021 and December 31, 2020, the Company accounted for these loans in accordance with ASC 470. The Company obtained forgiveness for the $0.2 million in loan proceeds pertaining to the loan received by Sherpa and expects to seek forgiveness for the remaining loans during the year ended December 31, 2021. ā The Companyās term loans are summarized as follows: ā ā ā ā ā ā ā ā November 2020 ā PPP Loans ā Total Principal $ 25,000 ā $ 2,971 ā $ 27,971 Payment-in-kind ("PIK") accrued interest 199 ā ā ā 199 Unamortized deferred issuance costs (1,476) ā ā ā (1,476) Term loans, net $ 23,723 ā $ 2,971 ā $ 26,694 ā ā ā ā ā ā Maturity Date May 2023 ā April and May 2022 ā ā Interest Rate 8% + LIBOR ā 1% ā ā PIK Interest Rate 2% ā 0% ā ā ā |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 7. 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 currently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company. ā Indemnification Additionally, 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 that 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 that the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has it been sued in connection with these indemnification arrangements. As of March 31, 2021 and December 31, 2020, the Company has not accrued a liability for any legal proceedings, claims or indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with them is not probable or reasonably estimable. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 8. Shareholdersā Equity Common Stock On November 25, 2020, the Company entered into an At Market Sales Agreement with B. Riley Securities, Inc. (āB. Rileyā) and Needham & Company (āNeedhamā and together with B. Riley, the āSales Agentsā) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $10.0 million through B. Riley and Needham as its sales agents. The issuance and sale, if any, of shares of common stock by the Company under the At Market Sales Agreement will be made pursuant to the Companyās effective registration statement on Form S-3. During the three months ended March 31, 2021, the Company sold 935,633 of common shares for $6.8 million in proceeds. During the three months ended March 31, 2021, the Company issued 358,658 of common shares for the same number of exchangeable shares to the former shareholders of Questica and Bonfire. Share Redemptions Under the agreements with eCivis, the Company acquired eCivis for aggregate consideration ofāapproximately $14.0 million in cash and 2,883,433 shares of Company common stock, including 703,631 shares of the Companyās common stock which are redeemable for cash at any time in the sole discretion of the Company for a price of $10.00 per share (the āRedeemable Sharesā). Upon redemption of the Redeemable Shares, the Company must simultaneously redeem additional shares from the holder equal to 40% of the number of Redeemable Shares being redeemed (the āAdditional Sharesā) at $10 per share. If the Redeemable Shares were not redeemed by February 12, 2020 and February 12, 2021, the Company was required to issue additional shares, as calculated based on the number of outstanding Redeemable Shares. Preferred Shares Warrants At March 31, 2021 and December 31, 2020, there were a total of 27,093,334 warrants outstanding including 18,400,000 public warrants and 8,693,334 private warrants. The warrants were originally sold as part of the units offered in the Companyās initial public offering and expire five years from the date of the acquisition or February 2024. 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 public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 daysā 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 private warrants are not callable for redemption and are marked to market and included in warrant liabilities with non-cash fair value adjustments recorded into earnings during each reporting period. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 9. 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: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā Weighted ā Remaining ā ā ā ā ā ā ā Average ā Contractual ā Total ā ā Number of ā Exercise ā Life (in ā Intrinsic ā ā Shares ā Price ā years) ā Value Outstanding as of December 31, 2020 245,904 ā $ 2.26 7.0 ā $ 1,130 Granted ā ā ā ā ā ā Exercised (792) ā ā 1.16 ā ā ā ā ā Forfeited/expired ā ā ā ā ā ā ā ā ā Outstanding as of March 31, 2021 245,112 ā $ 2.26 6.7 ā $ 1,126 Options vested and exercisable 191,248 ā $ 2.25 ā 6.6 ā $ 880 ā For the three months ended March 31, 2021 and 2020, the Company recorded approximately $0.1 million of share-based compensation expense related to the options. As of March 31, 2021, the Company has $0.4 million of unrecognized share-based compensation cost to be recognized over 0.5 years. ā Restricted Stock Units Subsequent to the Acquisition, the Company adopted a plan to issue restricted stock units (āRSUsā) to employees as annual performance awards. RSUs may vest in ratable annual installments over either two ā A summary of the Company's RSUās and related information is as follows: ā ā ā ā ā ā ā ā ā ā Weighted Average ā ā Number of Units ā Grant Price Unvested as of December 31, 2020 3,280,290 ā $ 4.94 Granted 816,162 ā ā 6.92 Vested ā (882,990) ā ā 4.70 Forfeited/expired (39,878) ā ā 4.45 Unvested as of March 31, 2021 3,173,584 ā $ 5.52 ā For the three months ended March 31, 2021 and 2020, the Company recorded approximately $1.7 million and $3.2 million, respectively, of share-based compensation expense related to the RSUs. As of March 31, 2021, the Company had unrecognized share-based compensation expense related to all unvested RSUs of $14.5 million. The weighted average remaining contractual term of unvested RSUs is approximately 1.3 years |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting | |
Segment Reporting | Note 10. Segment Reporting The Company conducts its business through the following five operating segments: Procurement, Payments, Grants Management, Permitting, and Budget. The accounting policies of the operating segments are the same as those described in Note 3. The following provides operating information about the Companyās reportable segments for the periods presented: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Corporate Procurement Payments Grants Management Permitting Budget Total Three Months Ended March 31, 2021 ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 2,437 ā ā 2,229 ā ā 1,750 ā ā 695 ā ā 6,148 ā $ 13,259 Cost of revenues ā ā ā ā 470 ā ā 1,566 ā ā 650 ā ā 154 ā ā 1,902 ā 4,742 Income (loss) from operations ā (1,756) ā ā (805) ā ā (4,846) ā ā (969) ā ā (387) ā ā 627 ā (8,136) Amortization of intangible assets ā ā ā ā ā 651 ā ā 1,355 ā ā 323 ā ā 297 ā ā 973 ā ā 3,599 Depreciation expense ā ā ā ā ā 47 ā ā 94 ā ā 9 ā ā 2 ā ā 101 ā ā 253 Interest income (expense), net ā ā (844) ā ā ā ā ā (12) ā ā (3) ā ā ā ā ā ā ā ā (859) Benefit from (provision for) income taxes ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 170 ā ā 170 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 1,656 ā ā 1,899 ā ā 1,465 ā ā 613 ā ā 5,643 ā $ 11,276 Cost of revenues ā ā ā ā 392 ā ā 1,470 ā ā 722 ā ā 139 ā ā 1,804 ā 4,527 Income (loss) from operations ā (5,520) ā ā (2,114) ā ā (6,352) ā ā (1,449) ā ā (886) ā ā (199) ā (16,520) Amortization of intangible assets ā ā ā ā ā 667 ā ā 1,365 ā ā 323 ā ā 300 ā ā 1,018 ā ā 3,673 Depreciation expense ā ā ā ā ā 16 ā ā 18 ā ā 8 ā ā 1 ā ā 11 ā ā 54 Interest income (expense), net ā ā (205) ā ā (1) ā ā (30) ā ā ā ā ā ā ā ā ā ā ā (236) Benefit from (provision for) income taxes ā ā 113 ā ā ā ā ā 1,785 ā ā 428 ā ā 247 ā ā (52) ā ā 2,521 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of March 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 88,327 ā ā 45,140 ā ā 21,956 ā ā 60,468 ā $ 284,635 Assets ā 26,630 ā ā 92,306 ā ā 109,142 ā ā 54,976 ā ā 27,526 ā ā 115,362 ā 425,942 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 88,327 ā ā 45,140 ā ā 21,956 ā ā 60,468 ā $ 284,635 Assets ā 31,407 ā ā 92,841 ā ā 110,339 ā ā 55,676 ā ā 28,474 ā ā 113,710 ā 432,447 ā Revenues from North America customers accounted for greater than 90% of the Companyās revenues for the periods presented. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | ā ā Note 11. Subsequent Events ā The Company has evaluated events from March 31, 2021 through the date the financial statements were issued. There were no subsequent events that need disclosure. ā |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā) for interim financial information. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (āSECā) on February 19, 2021. Certain reclassifications have been made to conform to current period presentation. |
Principles of Consolidation | Principles of Consolidation The three months ended March 31, 2021 and 2020 condensed consolidated financial statements include all accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated in the accompanying condensed consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with 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 revenues and expenses during the reporting periods. Significant items subject to such estimates include revenue recognition, the carrying value of goodwill, the fair value of acquired intangibles, the capitalization of software development costs, the useful lives of intangible assets, share-based compensation, right of use assets, warrant liability, financing and operating lease liabilities, contingent consideration and the valuation allowance of deferred tax assets resulting from net operating losses. |
Covid-19 Update | Covid-19 Update |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Companyās significant accounting policies previously disclosed in the Companyās Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with the SEC on February 19, 2021 aside from those described in Note 2. ā |
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 . ā ā Level 1 ā uses quoted prices in active markets for identical assets or liabilities. ā Level 2 ā 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. ā Level 3 ā 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 Companyās only material financial instruments carried at fair value as of March 31, 2021 and December 31, 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and the fair value of its warrant liabilities are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā March 31, ā Assets ā Inputs ā Inputs ā ā 2021 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 729 ā $ ā ā $ ā ā $ 729 Contingent consideration ā long term ā 43,630 ā ā ā ā ā 43,630 Warrant liability ā ā 7,078 ā ā ā ā ā ā ā ā 7,078 Total liabilities measured at fair value ā $ 51,437 ā $ ā ā $ ā ā $ 51,437 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2020 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 743 ā $ ā ā $ ā ā $ 743 Contingent consideration ā long term ā 42,530 ā ā ā ā ā 42,530 Warrant liability ā ā 3,040 ā ā ā ā ā ā ā ā 3,040 Total liabilities measured at fair value ā $ 46,313 ā $ ā ā $ ā ā $ 46,313 ā There were no transfers made among the three levels in the fair value hierarchy during the three months ended March 31, 2021. The following tables present 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 contingent consideration liabilities measured at fair value from December 31, 2020 to March 31, 2021 were as follows: ā ā ā ā ā Contingent consideration ā December 31, 2020 $ 43,273 Change in fair value of contingent consideration ā 1,114 Payments of contingent consideration ā ā (28) Contingent consideration ā March 31, 2021 ā $ 44,359 ā On February 19, 2019, the Company consummated several acquisitions (collectively, the āAcquisitionā), pursuant to which it acquired each of Bonfire Questica The fair value of the Companyās 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 companyās achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The initial fair values of the contingent consideration were 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. Changes in the warrant liability measured at fair value from December 31, 2020 to March 31, 2021 were as follows: ā ā ā ā ā Warrant liability ā December 31, 2020 ā $ 3,040 Change in fair value of warrant liability ā 4,038 Warrant liability ā March 31, 2021 ā $ 7,078 ā ā ā ā ā The warrant liability was estimated using a Black-Scholes model derived from a Monte Carlo simulation of the Companyās outstanding public warrants. These inputs were primarily derived from the implied volatility of the traded public warrant price. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and term loans 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. |
Disaggregation of Revenues | Disaggregation of Revenues ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Three Months Ended ā ā ā March 31, ā March 31, ā ā 2021 2020 ā Subscriptions, support and maintenance ā $ 10,165 $ 7,724 ā Professional services ā 2,941 3,169 ā License ā 63 383 ā Asset sales ā 90 ā ā Total revenues ā $ 13,259 $ 11,276 ā ā ā ā ā ā ā ā ā ā Revenues Subscription, support and maintenance The Companyās 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 on-premise support or maintenance pertaining to license sales. Revenues from on-premise support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 77% and 68% of total revenues for the three months ended March 31, 2021 and 2020, respectively. Professional services License. Asset sales. |
Restructuring Charges | Restructuring Charges On March 30, 2020, the Company implemented a global restructuring plan which resulted in an approximate 10% reduction of the Companyās workforce. This action was intended to streamline the Companyās operational reporting and reduce operating cash outflows. The Company recorded pre-tax restructuring charges of approximately $3.5 million which is comprised of one-time employee termination benefits paid over a weighted-average period of approximately 10 months. All termination benefits associated with the restructuring plan have been paid as of March 31, 2021. |
Net Loss per Share | Net Loss per Share Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share of common stock is computed similarly to basic net income per share of common stock 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 three months ended March 31, 2021 and 2020, diluted and basic loss per share are the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2021 and 2020 are as follows: ā ā ā ā ā ā ā ā 2021 ā 2020 Warrants to purchase common stock 27,093,334 ā 27,093,334 Unvested restricted stock units 3,173,584 ā 4,022,110 Options to purchase common stock 245,112 ā 261,027 Total 30,512,030 ā 31,376,471 ā |
Income Taxes | Income Taxes In determining the quarterly benefit from income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss, adjusted for discrete items arising in that quarter. The Companyās annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% as a result of state taxes, foreign taxes and changes in the Companyās valuation allowance for domestic income taxes. For the three months ended March 31, 2021 and 2020, the Company recorded a $0.2 million and $2.5 million benefit from income taxes, respectively. ā |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2020, the Company adopted Accounting Standards Update (āASUā) No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The adoption of this new standard did not have a material impact on the Companyās condensed consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) ā Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies various aspects related to accounting for income taxes, removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2020-06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This guidance will be effective for the Company in the first quarter of 2022 on a full or modified retrospective basis, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Condensed Consolidated Statements of Operations and Comprehensive Loss ā ā ā ā ā ā ā ā ā ā ā ā ā Quarter Ended March 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Change in fair value of warrant liability ā $ ā ā $ 1,563 ā $ 1,563 Net loss ā $ 15,792 ā $ 1,563 ā $ 17,355 Comprehensive loss ā $ 13,743 ā $ 1,563 ā $ 15,306 Net loss per share, basic and diluted ā $ (0.30) ā $ (0.03) ā $ (0.33) ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Statements of Cash Flows ā ā ā ā ā ā ā ā ā ā ā Quarter Ended March 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Net loss ā $ 15,792 ā $ 1,563 ā $ 17,355 Change in fair value of warrant liability ā $ ā ā $ 1,563 ā $ 1,563 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Balance Sheet ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Warrant liability ā $ ā ā $ 3,040 ā $ 3,040 Additional paid in capital ā $ 390,232 ā $ (9,351) ā $ 380,881 Accumulated deficit ā $ (129,030) ā $ 6,311 ā $ (122,719) ā ā ā ā ā ā ā ā ā ā |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of contingent consideration liabilities | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā March 31, ā Assets ā Inputs ā Inputs ā ā 2021 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 729 ā $ ā ā $ ā ā $ 729 Contingent consideration ā long term ā 43,630 ā ā ā ā ā 43,630 Warrant liability ā ā 7,078 ā ā ā ā ā ā ā ā 7,078 Total liabilities measured at fair value ā $ 51,437 ā $ ā ā $ ā ā $ 51,437 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2020 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 743 ā $ ā ā $ ā ā $ 743 Contingent consideration ā long term ā 42,530 ā ā ā ā ā 42,530 Warrant liability ā ā 3,040 ā ā ā ā ā ā ā ā 3,040 Total liabilities measured at fair value ā $ 46,313 ā $ ā ā $ ā ā $ 46,313 |
Schedule of Changes in Level 3 liabilities | Changes in contingent consideration liabilities measured at fair value from December 31, 2020 to March 31, 2021 were as follows: ā ā ā ā ā Contingent consideration ā December 31, 2020 $ 43,273 Change in fair value of contingent consideration ā 1,114 Payments of contingent consideration ā ā (28) Contingent consideration ā March 31, 2021 ā $ 44,359 |
Changes in warrant liability | ā ā ā ā ā Warrant liability ā December 31, 2020 ā $ 3,040 Change in fair value of warrant liability ā 4,038 Warrant liability ā March 31, 2021 ā $ 7,078 ā ā ā ā |
Schedule of Disaggregation of revenues | ā ā ā ā ā ā ā ā ā ā ā Three Months Ended ā Three Months Ended ā ā ā March 31, ā March 31, ā ā 2021 2020 ā Subscriptions, support and maintenance ā $ 10,165 $ 7,724 ā Professional services ā 2,941 3,169 ā License ā 63 383 ā Asset sales ā 90 ā ā Total revenues ā $ 13,259 $ 11,276 ā ā ā ā ā ā ā ā ā |
Schedule of Net loss per share | ā ā ā ā ā ā ā ā 2021 ā 2020 Warrants to purchase common stock 27,093,334 ā 27,093,334 Unvested restricted stock units 3,173,584 ā 4,022,110 Options to purchase common stock 245,112 ā 261,027 Total 30,512,030 ā 31,376,471 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets | |
Summary of identifiable intangible assets | The Company recognized goodwill and certain identifiable intangible assets in connection with business combinations. Identifiable intangible assets consist of the following as of March 31, 2021 and March 31, 2020: ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (15,878) ā $ 44,206 Trade Names / Trademarks ā ā 16,348 ā ā (3,623) ā ā 12,725 Customer Relationships ā ā 51,003 ā ā (10,770) ā ā 40,233 Non-Compete Agreements ā ā 1,162 ā ā (818) ā ā 344 Total Intangibles ā $ 128,597 ā $ (31,089) ā $ 97,508 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (14,026) ā $ 46,058 Trade Names / Trademarks ā ā 16,348 ā ā (3,227) ā ā 13,121 Customer Relationships ā ā 51,003 ā ā (9,514) ā ā 41,489 Non-Compete Agreements ā ā 1,162 ā ā (723) ā ā 439 Total Intangibles ā $ 128,597 ā $ (27,490) ā $ 101,107 ā ā |
Summary of aggregate future amortization expense for intangible assets | The estimated aggregate future amortization expense for intangible assets is as follows: ā ā ā ā ā Nine months ended December 31, 2021 ā 11,012 Year ended December 31, 2022 ā 14,276 Year ended December 31, 2023 ā 14,224 Year ended December 31, 2024 ā 14,263 Year ended December 31, 2025 ā ā 14,224 Thereafter ā 29,509 ā ā $ 97,508 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Summary of quantitative information about the Company's operating leases | The following summarizes quantitative information about the Companyās leases: ā Three Months Ended March 31, 2021: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total Finance lease cost ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Amortization of right-of-use assets ā $ ā ā $ 15 ā $ ā ā $ ā ā $ 15 Interest ā ā ā ā ā 26 ā ā ā ā ā ā ā ā 26 Operating lease cost ā ā 114 ā ā 115 ā ā 20 ā ā 109 ā ā 358 Total lease cost ā $ 114 ā $ 156 ā $ 20 ā $ 109 ā $ 399 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total ā Weighted-average remaining lease term ā finance leases ā ā N/A ā ā 1.0 ā ā N/A ā ā N/A ā ā 1.0 ā Weighted-average remaining lease term ā operating leases ā 1.2 ā 0.7 ā ā 1.8 ā 9.5 ā 7.2 ā Weighted-average discount rate ā finance leases ā ā N/A ā ā 13.0 % ā N/A ā ā N/A ā ā 13.0 % Weighted-average discount rate ā operating leases ā 9.9 % 10.0 % ā 8.0 % 4.8 % 6.2 % |
Schedule of future minimum lease payments under non-cancellable finance leases | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā Operating ā Finance ā ā Procurement Payments Management ā Budget Leases Leases Nine months ended December 31, 2021 ā $ 365 ā $ 343 ā $ 90 ā $ 318 ā $ 1,026 ā $ 439 Year Ended December 31, 2022 ā 247 ā ā ā ā ā 123 ā 430 ā 677 ā ā 197 Year Ended December 31, 2023 ā ā ā ā ā ā ā 10 ā 383 ā 383 ā ā ā Year Ended December 31, 2024 ā ā ā ā ā ā ā ā ā 368 ā 368 ā ā ā Year Ended December 31, 2025 ā ā ā ā ā ā ā ā ā ā ā 417 ā ā 417 ā ā ā Thereafter ā ā ā ā ā ā ā ā ā 2,109 ā 2,109 ā ā ā Total ā $ 612 ā $ 343 ā $ 223 ā $ 4,025 ā $ 4,980 ā $ 636 Less present value discount ā (27) ā ā (21) ā ā (16) ā ā (883) ā ā (931) ā ā (51) Present value of lease liabilities ā $ 585 ā $ 322 ā $ 207 ā $ 3,142 ā $ 4,049 ā $ 585 |
Term Loans (Tables)
Term Loans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Term Loans | |
Schedule of term loans are summarized | ā ā ā ā ā ā ā ā November 2020 ā PPP Loans ā Total Principal $ 25,000 ā $ 2,971 ā $ 27,971 Payment-in-kind ("PIK") accrued interest 199 ā ā ā 199 Unamortized deferred issuance costs (1,476) ā ā ā (1,476) Term loans, net $ 23,723 ā $ 2,971 ā $ 26,694 ā ā ā ā ā ā Maturity Date May 2023 ā April and May 2022 ā ā Interest Rate 8% + LIBOR ā 1% ā ā PIK Interest Rate 2% ā 0% ā ā |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-Based Compensation [Abstract] | |
Summary of stock option activity | A summary of stock option activity is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā Weighted ā Remaining ā ā ā ā ā ā ā Average ā Contractual ā Total ā ā Number of ā Exercise ā Life (in ā Intrinsic ā ā Shares ā Price ā years) ā Value Outstanding as of December 31, 2020 245,904 ā $ 2.26 7.0 ā $ 1,130 Granted ā ā ā ā ā ā Exercised (792) ā ā 1.16 ā ā ā ā ā Forfeited/expired ā ā ā ā ā ā ā ā ā Outstanding as of March 31, 2021 245,112 ā $ 2.26 6.7 ā $ 1,126 Options vested and exercisable 191,248 ā $ 2.25 ā 6.6 ā $ 880 |
Summary of restricted stock units | A summary of the Company's RSUās and related information is as follows: ā ā ā ā ā ā ā ā ā ā Weighted Average ā ā Number of Units ā Grant Price Unvested as of December 31, 2020 3,280,290 ā $ 4.94 Granted 816,162 ā ā 6.92 Vested ā (882,990) ā ā 4.70 Forfeited/expired (39,878) ā ā 4.45 Unvested as of March 31, 2021 3,173,584 ā $ 5.52 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting | |
Summary of operating information about the Company's reportable segments | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Corporate Procurement Payments Grants Management Permitting Budget Total Three Months Ended March 31, 2021 ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 2,437 ā ā 2,229 ā ā 1,750 ā ā 695 ā ā 6,148 ā $ 13,259 Cost of revenues ā ā ā ā 470 ā ā 1,566 ā ā 650 ā ā 154 ā ā 1,902 ā 4,742 Income (loss) from operations ā (1,756) ā ā (805) ā ā (4,846) ā ā (969) ā ā (387) ā ā 627 ā (8,136) Amortization of intangible assets ā ā ā ā ā 651 ā ā 1,355 ā ā 323 ā ā 297 ā ā 973 ā ā 3,599 Depreciation expense ā ā ā ā ā 47 ā ā 94 ā ā 9 ā ā 2 ā ā 101 ā ā 253 Interest income (expense), net ā ā (844) ā ā ā ā ā (12) ā ā (3) ā ā ā ā ā ā ā ā (859) Benefit from (provision for) income taxes ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā 170 ā ā 170 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 1,656 ā ā 1,899 ā ā 1,465 ā ā 613 ā ā 5,643 ā $ 11,276 Cost of revenues ā ā ā ā 392 ā ā 1,470 ā ā 722 ā ā 139 ā ā 1,804 ā 4,527 Income (loss) from operations ā (5,520) ā ā (2,114) ā ā (6,352) ā ā (1,449) ā ā (886) ā ā (199) ā (16,520) Amortization of intangible assets ā ā ā ā ā 667 ā ā 1,365 ā ā 323 ā ā 300 ā ā 1,018 ā ā 3,673 Depreciation expense ā ā ā ā ā 16 ā ā 18 ā ā 8 ā ā 1 ā ā 11 ā ā 54 Interest income (expense), net ā ā (205) ā ā (1) ā ā (30) ā ā ā ā ā ā ā ā ā ā ā (236) Benefit from (provision for) income taxes ā ā 113 ā ā ā ā ā 1,785 ā ā 428 ā ā 247 ā ā (52) ā ā 2,521 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of March 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 88,327 ā ā 45,140 ā ā 21,956 ā ā 60,468 ā $ 284,635 Assets ā 26,630 ā ā 92,306 ā ā 109,142 ā ā 54,976 ā ā 27,526 ā ā 115,362 ā 425,942 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 88,327 ā ā 45,140 ā ā 21,956 ā ā 60,468 ā $ 284,635 Assets ā 31,407 ā ā 92,841 ā ā 110,339 ā ā 55,676 ā ā 28,474 ā ā 113,710 ā 432,447 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Statement of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Change in fair value of warrant liability | $ 4,038 | $ 1,563 |
Net loss | 18,028 | 17,355 |
Comprehensive loss | $ 17,773 | $ 15,306 |
Net loss per share, basic and diluted | $ (0.32) | $ (0.33) |
Reclassification Of Warrants As Liabilities [Member] | Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 15,792 | |
Comprehensive loss | $ 13,743 | |
Net loss per share, basic and diluted | $ (0.30) | |
Reclassification Of Warrants As Liabilities [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Change in fair value of warrant liability | $ 1,563 | |
Net loss | 1,563 | |
Comprehensive loss | $ 1,563 | |
Net loss per share, basic and diluted | $ (0.03) |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 18,028 | $ 17,355 |
Change in fair value of warrant liability | $ 4,038 | 1,563 |
Previously Reported [Member] | Reclassification Of Warrants As Liabilities [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 15,792 | |
Revision of Prior Period, Error Correction, Adjustment [Member] | Reclassification Of Warrants As Liabilities [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 1,563 | |
Change in fair value of warrant liability | $ 1,563 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liability | $ 7,078 | $ 3,040 |
Additional paid in capital | 393,082 | 380,881 |
Accumulated deficit | $ (140,747) | (122,719) |
Previously Reported [Member] | Reclassification Of Warrants As Liabilities [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Additional paid in capital | 390,232 | |
Accumulated deficit | (129,030) | |
Revision of Prior Period, Error Correction, Adjustment [Member] | Reclassification Of Warrants As Liabilities [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liability | 3,040 | |
Additional paid in capital | (9,351) | |
Accumulated deficit | $ 6,311 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Fair Value (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 51,437 | $ 46,313 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 51,437 | 46,313 |
Contingent Consideration Current [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 729 | 743 |
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 | 729 | 743 |
Contingent Consideration long term [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 43,630 | 42,530 |
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 | 43,630 | 42,530 |
Warrant Liability [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 7,078 | 3,040 |
Warrant Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 7,078 | $ 3,040 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Change in Level 3 liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Payments of contingent consideration | $ (28) | $ (27) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | 43,273 | |
Change in fair value of contingent consideration | 1,114 | |
Payments of contingent consideration | (28) | |
Contingent consideration | $ 44,359 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrant liability | $ 3,040 | |
Change in fair value of warrant liability | 4,038 | $ 1,563 |
Warrant liability | $ 7,078 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 13,259 | $ 11,276 |
Subscriptions, support and maintenance | ||
Revenues | 10,165 | 7,724 |
Professional Services | ||
Revenues | 2,941 | 3,169 |
License | ||
Revenues | 63 | $ 383 |
Asset Sales | ||
Revenues | $ 90 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,512,030 | 31,376,471 |
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 | 3,173,584 | 4,022,110 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 245,112 | 261,027 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional information (Details) - USD ($) $ in Thousands | Mar. 20, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Percentage of reduction in workforce | 10.00% | ||
Restructuring charges | $ 3,500 | $ 3,466 | |
Weighted average period in which one time employee benefits are paid | 10 months | ||
Statutory federal income tax provision | 21.00% | ||
Benefit from income taxes | $ 170 | $ 2,521 | |
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | Subscriptions, support and maintenance | |||
Concentration Risk, Percentage | 77.00% | 68.00% | |
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | Professional Services | |||
Concentration Risk, Percentage | 22.00% | 28.00% | |
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | License | |||
Concentration Risk, Percentage | 1.00% | 3.00% | |
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | Assets Sale [Member] | |||
Concentration Risk, Percentage | 1.00% | 1.00% |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 128,597 | $ 128,597 |
Accumulated Amortization | (31,089) | (27,490) |
Net Carrying Amount | 97,508 | 101,107 |
Patents And Development Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,084 | 60,084 |
Accumulated Amortization | (15,878) | (14,026) |
Net Carrying Amount | 44,206 | 46,058 |
Trade Names And Trade Marks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,348 | 16,348 |
Accumulated Amortization | (3,623) | (3,227) |
Net Carrying Amount | 12,725 | 13,121 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,003 | 51,003 |
Accumulated Amortization | (10,770) | (9,514) |
Net Carrying Amount | 40,233 | 41,489 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,162 | 1,162 |
Accumulated Amortization | (818) | (723) |
Net Carrying Amount | $ 344 | $ 439 |
Intangible Assets - Estimated a
Intangible Assets - Estimated aggregate amortization expense (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible Assets | ||
Nine months ended December 31, 2021 | $ 11,012 | |
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 | $ 97,508 | $ 101,107 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intangible Assets | ||
Amortization of Intangible Assets | $ 3,599 | $ 3,673 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Operating leases | |
Amortization of right-of-use assets | $ 15 |
Interest | 26 |
Operating lease cost | 358 |
Total least cost | $ 399 |
Weighted-average remaining lease term - finance leases | 1 year |
Weighted-average remaining lease term - operating leases | 7 years 2 months 12 days |
Weighted-average discount rate - finance leases | 13.00% |
Weighted-average discount rate - operating leases | 6.20% |
Procurement | |
Operating leases | |
Operating lease cost | $ 114 |
Total least cost | $ 114 |
Weighted-average remaining lease term - operating leases | 1 year 2 months 12 days |
Weighted-average discount rate - operating leases | 9.90% |
Payments | |
Operating leases | |
Amortization of right-of-use assets | $ 15 |
Interest | 26 |
Operating lease cost | 115 |
Total least cost | $ 156 |
Weighted-average remaining lease term - finance leases | 1 year |
Weighted-average remaining lease term - operating leases | 8 months 12 days |
Weighted-average discount rate - finance leases | 13.00% |
Weighted-average discount rate - operating leases | 10.00% |
Grants Management | |
Operating leases | |
Operating lease cost | $ 20 |
Total least cost | $ 20 |
Weighted-average remaining lease term - operating leases | 1 year 9 months 18 days |
Weighted-average discount rate - operating leases | 8.00% |
Budget | |
Operating leases | |
Operating lease cost | $ 109 |
Total least cost | $ 109 |
Weighted-average remaining lease term - operating leases | 9 years 6 months |
Weighted-average discount rate - operating leases | 4.80% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2021 | $ 1,026 |
Year Ended December 31, 2022 | 677 |
Year Ended December 31, 2023 | 383 |
Year Ended December 31, 2024 | 368 |
Year Ended December 31, 2025 | 417 |
Thereafter | 2,109 |
Total | 4,980 |
Less present value discount | (931) |
Present value of lease liabilities | 4,049 |
Finance Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2021 | 439 |
Year Ended December 31, 2022 | 197 |
Total | 636 |
Less present value discount | (51) |
Present value of lease liabilities | 585 |
Procurement | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2021 | 365 |
Year Ended December 31,2022 | 247 |
Total | 612 |
Less present value discount | (27) |
Present value of lease liabilities | 585 |
Payments | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2021 | 343 |
Total | 343 |
Less present value discount | (21) |
Present value of lease liabilities | 322 |
Grants Management | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2021 | 90 |
Year Ended December 31,2022 | 123 |
Year Ended December 31, 2023 | 10 |
Total | 223 |
Less present value discount | (16) |
Present value of lease liabilities | 207 |
Budget | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Nine months ended December 31, 2021 | 318 |
Year Ended December 31,2022 | 430 |
Year Ended December 31, 2023 | 383 |
Year Ended December 31, 2024 | 368 |
Year Ended December 31, 2025 | 417 |
Thereafter | 2,109 |
Total | 4,025 |
Less present value discount | (883) |
Present value of lease liabilities | $ 3,142 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating Lease, Liability | $ 4,049 | |
Operating Lease, Right-of-Use Asset | 2,539 | $ 2,610 |
Finance Lease, Right-of-Use Asset | 1,330 | $ 1,355 |
Finance Lease, Liability | $ 585 | |
Finance Lease, Weighted Average Remaining Lease Term | 1 year | |
Finance Lease, Weighted Average Discount Rate, Percent | 13.00% |
Term Loans (Details)
Term Loans (Details) - USD ($) | Nov. 13, 2020 | Feb. 14, 2020 | May 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Aggregate principal amount | $ 27,971,000 | ||||
Unamortized deferred issuance costs | 1,476,000 | ||||
Amortization of Debt Issuance Costs | 172,000 | $ 66,000 | |||
Paycheck Protection Program | |||||
Aggregate principal amount | $ 2,971,000 | ||||
Interest rate | 1.00% | ||||
Paid in kind interest rate percentage | 0.00% | ||||
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 | ||||
Amount of forgiveness obtained | $ 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 | ||||
Interest rate | 12.00% | ||||
November 2020 Credit Facility [Member] | |||||
Aggregate principal amount | $ 25,000,000 | 25,000,000 | |||
Unamortized deferred issuance costs | $ 1,476,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.15% | ||||
Paid in kind interest rate percentage | 2.00% | 2.00% | |||
Interest expense | $ 700,000 | 200,000 | |||
Amortization of Debt Issuance Costs | 200,000 | $ 100,000 | |||
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 | Mar. 31, 2021 |
Principal | $ 27,971,000 | |
Payment-in-kind ("PIK") accrued interest | 199,000 | |
Unamortized deferred issuance costs | (1,476,000) | |
Term loans, net | 26,694,000 | |
Paycheck Protection Program | ||
Principal | 2,971,000 | |
Term loans, net | $ 2,971,000 | |
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 | 199,000 | |
Unamortized deferred issuance costs | (1,476,000) | |
Term loans, net | $ 23,723,000 | |
PIK Interest Rate | 2.00% | 2.00% |
November 2020 Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Interest rate | 8.00% | 8.00% |
Shareholder's Equity (Details)
Shareholder's Equity (Details) - USD ($) | Nov. 25, 2020 | Feb. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Proceeds from issuance of common stock, net of costs | $ 6,790,000 | ||||
Preferred Stock, Shares Authorized | 25,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Warrants and Rights Outstanding | $ 27,093,334 | $ 27,093,334 | |||
Debt Instrument, Face Amount | $ 27,971,000 | ||||
Temporary Equity Number Of Shares Redeemed | 0 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Share Redemption (in shares) | 334,254 | ||||
Share Redemption | $ (2,710,000) | $ 2,056,000 | |||
Warrants and Rights Redemption Price Per Share | 0.01 | ||||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants and Rights Outstanding | $ 18,400,000 | $ 18,400,000 | |||
Private Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants and Rights Outstanding | $ 8,693,334 | ||||
Minimum | |||||
Class of Stock [Line Items] | |||||
Sale of Stock, Price Per Share | $ 18 | ||||
At The Market Offering [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Aggregate offering price | $ 10,000,000 | ||||
Shares issued (in shares) | 935,633 | ||||
Proceeds from issuance of common stock, net of costs | $ 6,800,000 | ||||
Treasury Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Share Redemption | $ (2,710,000) | ||||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 400,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Exchangeable Shares | Questica And Bonfire [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued (in shares) | 358,658 |
Shareholder's Equity - Share Re
Shareholder's Equity - Share Redemptions (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 19, 2019 | Feb. 29, 2020 | Jun. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||||
Common stock redeemed, Shares | 525,060 | ||||
Loss from repurchase/issuance of shares | $ (2,100) | $ (800) | $ (5,333) | $ (2,056) | |
Number of additional shares issued | 334,254 | ||||
Common stock redeemed, Amount | $ 8,000 | ||||
Ecivis Acquisition | |||||
Business Acquisition [Line Items] | |||||
Cash Consideration | $ 14,000 | ||||
Stock Consideration | 2,883,433 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Redemption Price Per Share | $ 10 | ||||
Ecivis Acquisition | Additional Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of Shares Redeemed on Redeemable Common Stock | 40.00% | ||||
Common stock redeemed, Shares | 71,428 | ||||
Ecivis Acquisition | Redeemable Common Stock | |||||
Business Acquisition [Line Items] | |||||
Stock Consideration | 703,631 | ||||
Common stock redeemed, Shares | 178,571 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 408,667 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding as of December 31,2020 | 245,904 | |
Number of Shares, Exercised | (792) | |
Number of Shares, Outstanding as of March 31, 2021 | 245,112 | 245,904 |
Number of Shares, Options vested and exercisable | 191,248 | |
Weighted Average Exercise Price, Outstanding as of December 31,2020 | $ 2.26 | |
Weighted Average Exercise Price, Exercised | 1.16 | |
Weighted Average Exercise Price, Outstanding as of March 31, 2021 | 2.26 | $ 2.26 |
Weighted Average Exercise Price, Options vested and exercisable | $ 2.25 | |
Weighted Average Remaining Contractual Life (in years) | 6 years 8 months 12 days | 7 years |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 6 years 7 months 6 days | |
Total Intrinsic Value, Outstanding | $ 1,126 | $ 1,130 |
Total Intrinsic Value, Options vested and exercisable | $ 880 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
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, 2020 | shares | 3,280,290 |
Number of Shares, Granted | shares | 816,162 |
Number of Shares, Vested | shares | (882,990) |
Number of Shares, Forfeited/ Expired | shares | (39,878) |
Number of Shares, Unvested as of March 31. 20201 | shares | 3,173,584 |
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, 2020 | $ / shares | $ 4.94 |
Weighted Average Grant Price, Granted | $ / shares | 6.92 |
Weighted Average Grant Price, Vested | $ / shares | 4.70 |
Weighted Average Grant Price, Forfeited/ Expired | $ / shares | 4.45 |
Weighted Average Grant Price, Unvested as of March 31, 2021 | $ / shares | $ 5.52 |
Restricted Stock Units | 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 |
Restricted Stock Units | 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 |
Restricted Stock Units | 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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock options granted | 408,667 | |
Grant date fair value of stock options | $ 3.6 | |
Share-based compensation expense | 0.1 | $ 0.1 |
Unrecognized share-based compensation cost of stock options | $ 0.4 | |
RSUs granted | 816,162 | |
Remaining contractual term | 6 months | |
Restricted Stock Units | ||
Share-based compensation expense | $ 1.7 | $ 3.2 |
Unrecognized share-based compensation expense of RSUs | $ 14.5 | |
Remaining contractual term | 1 year 3 months 19 days | |
Performance Shares | ||
RSUs granted | 825,590 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 13,259 | $ 11,276 | |
Cost of goods sold | 4,742 | 4,527 | |
Income (loss) from operations | (8,136) | (16,520) | |
Amortization of Intangible Assets | 3,599 | 3,673 | |
Depreciation expense | 253 | 54 | |
Interest income (expense), net | (859) | (236) | |
Benefit from (provision for) income taxes | 170 | 2,521 | |
Goodwill | 284,635 | $ 284,635 | |
Assets | 425,942 | 432,447 | |
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Income (loss) from operations | (1,756) | (5,520) | |
Interest income (expense), net | (844) | (205) | |
Benefit from (provision for) income taxes | 113 | ||
Assets | 26,630 | 31,407 | |
Procurement | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,437 | 1,656 | |
Cost of goods sold | 470 | 392 | |
Income (loss) from operations | (805) | (2,114) | |
Amortization of Intangible Assets | 651 | 667 | |
Depreciation expense | 47 | 16 | |
Interest income (expense), net | (1) | ||
Goodwill | 68,744 | 68,744 | |
Assets | 92,306 | 92,841 | |
Payments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,229 | 1,899 | |
Cost of goods sold | 1,566 | 1,470 | |
Income (loss) from operations | (4,846) | (6,352) | |
Amortization of Intangible Assets | 1,355 | 1,365 | |
Depreciation expense | 94 | 18 | |
Interest income (expense), net | (12) | (30) | |
Benefit from (provision for) income taxes | 1,785 | ||
Goodwill | 88,327 | 88,327 | |
Assets | 109,142 | 110,339 | |
Grants Management | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,750 | 1,465 | |
Cost of goods sold | 650 | 722 | |
Income (loss) from operations | (969) | (1,449) | |
Amortization of Intangible Assets | 323 | 323 | |
Depreciation expense | 9 | 8 | |
Interest income (expense), net | (3) | ||
Benefit from (provision for) income taxes | 428 | ||
Goodwill | 45,140 | 45,140 | |
Assets | 54,976 | 55,676 | |
Budget | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 6,148 | 5,643 | |
Cost of goods sold | 1,902 | 1,804 | |
Income (loss) from operations | 627 | (199) | |
Amortization of Intangible Assets | 973 | 1,018 | |
Depreciation expense | 101 | 11 | |
Benefit from (provision for) income taxes | 170 | (52) | |
Goodwill | 60,468 | 60,468 | |
Assets | 115,362 | 113,710 | |
Permitting | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 695 | 613 | |
Cost of goods sold | 154 | 139 | |
Income (loss) from operations | (387) | (886) | |
Amortization of Intangible Assets | 297 | 300 | |
Depreciation expense | 2 | 1 | |
Benefit from (provision for) income taxes | $ 247 | ||
Goodwill | 21,956 | 21,956 | |
Assets | $ 27,526 | $ 28,474 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting Information [Line Items] | |
Operating segments | 5 |
Revenue from Rights Concentration Risk [Member] | Sales Revenue, Net [Member] | North America [Member] | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 90.00% |