Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | GRID DYNAMICS HOLDINGS, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001743725 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 121,479 | $ 42,189 |
Accounts receivable, net of allowance of $903, and $20 as of March 31, 2020 and December 31, 2019 | 15,977 | 13,893 |
Unbilled receivables | 3,988 | 5,036 |
Prepaid income taxes | 351 | 308 |
Deferred transaction costs | 1,878 | |
Prepaid expenses and other current assets | 3,273 | 2,711 |
Total current assets | 145,068 | 66,015 |
Property and equipment, net | 4,087 | 4,024 |
Intangible assets, net | 2 | 18 |
Deferred income taxes | 5,045 | 1,474 |
Total assets | 154,202 | 71,531 |
Current liabilities | ||
Accounts payable | 2,267 | 768 |
Accrued liabilities | 753 | 1,188 |
Accrued compensation and benefits | 5,594 | 5,337 |
Accrued income taxes | 1,107 | 869 |
Other current liabilities | 51 | 138 |
Total liabilities | 9,772 | 8,300 |
Commitments and contingencies (Note 11) | ||
Convertible preferred stock, no par value, 0 and 1,047,942 shares authorized and outstanding as of March 31, 2020 and December 31, 2019, respectively | 9,187 | |
Stockholders’ equity (Note 8) | ||
Common stock, $0.0001 par value; 110,000,000 shares authorized; 50,833,619 and 21,644,392 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 5 | 2 |
Additional paid-in capital | 113,629 | 18,650 |
Retained earnings | 30,796 | 35,392 |
Total stockholders' equity | 144,430 | 54,044 |
Total liabilities, convertible preferred stock, and stockholders' equity | $ 154,202 | $ 71,531 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowance (in Dollars) | $ 903 | $ 20 |
Convertible preferred stock, par value (in Dollars per share) | ||
Convertible preferred stock, shares authorized | 0 | 1,047,942 |
Convertible preferred stock, shares outstanding | 0 | 1,047,942 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 50,833,619 | 21,644,392 |
Common stock, shares outstanding | 50,833,619 | 21,644,392 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 32,457 | $ 26,277 |
Cost of revenue | 22,639 | 15,931 |
Gross profit | 9,818 | 10,346 |
Engineering, research, and development | 2,540 | 1,545 |
Sales and marketing | 3,569 | 1,712 |
General and administrative | 10,743 | 6,030 |
Total operating expenses | 16,852 | 9,287 |
Income/(loss) from operations | (7,034) | 1,059 |
Other income/(expenses), net | (244) | (162) |
Income/(loss) before income taxes | (7,278) | 897 |
Provision/(benefit) for income taxes | (2,682) | 185 |
Net income/(loss) and comprehensive income/(loss) | $ (4,596) | $ 712 |
Earnings/(loss) per share | ||
Basic (in Dollars per share) | $ (0.09) | $ 0.04 |
Diluted (in Dollars per share) | $ (0.09) | $ 0.04 |
Weighted average shares outstanding | ||
Basic (in Shares) | 48,885 | 20,217 |
Diluted (in Shares) | 48,885 | 20,217 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2018 | $ 8,794 | $ 24,585 | $ 33,379 | ||
Balance (in Shares) at Dec. 31, 2018 | 12,000 | ||||
Conversion of stock | $ 2 | (2) | |||
Conversion of stock (in Shares) | 8,217 | ||||
Balance, effect of reverse recapitalization (refer to Note 3) | $ 2 | 8,792 | 24,585 | 33,379 | |
Balance, effect of reverse recapitalization (refer to Note 3) (in Shares) | 20,217 | ||||
Net income (loss) | 712 | 712 | |||
Stock-based compensation | 1,658 | 1,658 | |||
Balance at Mar. 31, 2019 | $ 2 | 10,450 | 25,297 | 35,479 | |
Balance (in Shares) at Mar. 31, 2019 | 20,217 | ||||
Balance at Dec. 31, 2019 | $ 9,187 | $ 8,117 | 10,535 | 35,392 | 54,044 |
Balance (in Shares) at Dec. 31, 2019 | 622 | 12,847 | |||
Conversion of stock | $ (8,115) | 8,115 | |||
Conversion of stock (in Shares) | 426 | 8,797 | |||
Balance, effect of reverse recapitalization (refer to Note 3) | $ 9,187 | $ 2 | 18,650 | 35,392 | 54,044 |
Balance, effect of reverse recapitalization (refer to Note 3) (in Shares) | 1,048 | 21,644 | |||
Net income (loss) | (4,596) | (4,596) | |||
Stock-based compensation | 4,804 | 4,804 | |||
Merger recapitalization | $ (9,187) | $ 1 | 9,187 | 9,188 | |
Merger recapitalization (in Shares) | (1,048) | 1,048 | |||
Consideration paid to GDI shareholders | (123,865) | (123,865) | |||
Consideration paid to GDI shareholders (in Shares) | |||||
ChaSerg shares recapitalized, net of equity issuance costs of $4,142 | $ 2 | 204,323 | 204,325 | ||
ChaSerg shares recapitalized, net of equity issuance costs of $4,142 (in Shares) | 28,088 | ||||
Conversion of related party promissory note to common stock | 530 | 530 | |||
Conversion of related party promissory note to common stock (in Shares) | 53 | ||||
Balance at Mar. 31, 2020 | $ 5 | $ 113,629 | $ 30,796 | $ 144,430 | |
Balance (in Shares) at Mar. 31, 2020 | 50,833 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parentheticals) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Equity issuance costs | $ 4,142 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net income/(loss) | $ (4,596) | $ 712 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 646 | 510 |
Bad debt expense | 883 | |
Deferred income taxes | (3,571) | (3) |
Stock based compensation | 4,804 | 1,658 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,967) | 3,308 |
Unbilled receivables | 1,048 | (1,249) |
Prepaid income taxes | (43) | (106) |
Prepaid expenses and other current assets | (562) | 12 |
Accounts payable | 1,499 | 103 |
Accrued liabilities | (435) | 299 |
Accrued compensation and benefits | 257 | 1,776 |
Accrued income taxes | 238 | (114) |
Other current liabilities | (87) | 38 |
Net cash provided by/(used in) operating activities | (2,886) | 6,944 |
Cash flows from investing activities | ||
Purchase of property and equipment | (692) | (226) |
Net cash used in investing activities | (692) | (226) |
Cash flows from financing activities | ||
Cash received from ChaSerg | 208,997 | |
GDI shares redeemed for cash (net of cash received from exercise of accelerated options) | (123,865) | |
Equity issuance costs | (2,264) | |
Payments of dividends | (2,000) | |
Net cash provided by/(used in) financing activities | 82,868 | (2,000) |
Net increase in cash and cash equivalents | 79,290 | 4,718 |
Cash and cash equivalents, beginning of period | 42,189 | 17,862 |
Cash and cash equivalents, end of period | 121,479 | 22,580 |
Cash paid for income taxes | 370 | 460 |
Significant non-cash activities | ||
Conversion of preferred stock to common stock | $ 9,187 |
Background and nature of operat
Background and nature of operations | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | Note 1 — Background and nature of operations Grid Dynamics Holdings, Inc. (the “Company” or “GDH”) provides enterprise-level digital transformation in the areas of search, analytics, and release automation to Fortune 500 companies. The Company’s headquarters and principal place of business is in San Ramon, California. The Company was originally incorporated in Delaware on May 21, 2018 as a special purpose acquisition company under the name ChaSerg Technology Acquisition Corp. (“ChaSerg”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ChaSerg and one or more businesses. On March 5, 2020 (the “Closing”), the Company consummated its business combination with Grid Dynamics International, Inc. (“GDI”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 13, 2019 (the “Business Combination”). In connection with the Closing, the Company changed its name from ChaSerg Technology Acquisition Corp. to Grid Dynamics Holdings, Inc. The Company’s common stock is now listed on the NASDAQ under the symbol “GDYN” and warrants to purchase the common stock at an exercise price of $11.50 per share are listed on the NASDAQ under the symbol “GDYNW.” Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Business Combination, “ChaSerg” refers to the Company prior to the Closing, and “GDI” refers to GDI prior to the Closing. Refer to Note 3 for further discussion of the Business Combination. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 — Basis of presentation and summary of significant accounting policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of the Company’s management, necessary for the fair presentation of the results of operations for the interim periods. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These interim financial statements should be read in conjunction with GDI’s audited financial statements for the year ended December 31, 2019 included in the Current Report on Form 8-K that the Company filed with the SEC on March 9, 2020. Basis of presentation The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Although ChaSerg was the legal acquirer, for accounting purposes, GDI was deemed to be the accounting acquirer. GDI was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● GDI holds executive management roles for the Company and those individuals are responsible for the day-to-day operations; ● GDI’s former owners have the largest minority voting rights in the Company; ● From a revenue and business operation standpoint, GDI was the larger entity in terms of relative size; ● Grid Dynamics’ San Ramon, CA headquarters are the headquarters of the Company; and ● The intended strategy of the Company will continue GDI’s strategy of driving enterprise-level digital transformation in the Fortune 500 companies. In conjunction with the Business Combination, outstanding shares of GDI were converted into common stock of the Company, par value $0.0001 per share, shown as a recapitalization, and the net assets of ChaSerg were acquired at historical cost, with no goodwill or other intangible assets recorded. GDI was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing (for the year ended December 31, 2019 and quarters ended March 31, 2020 and 2019) are those of GDI. ChaSerg’s assets and liabilities, which include net cash from the trust of $85.1 million, and results of operations were consolidated with GDI beginning on the Closing. The shares and corresponding capital amounts and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. Principles of consolidation The accompanying condensed financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. Use of estimates The preparation of the consolidated condensed financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include useful lives and recoverability of property and equipment, allowances for receivables, calculation of accrued liabilities, capitalization of internally developed software, stock-based compensation, and uncertain tax positions. Certain significant risks and uncertainties The Company is subject to risks, including but not limited to, concentrations of credit and foreign currency risks. Refer to Note 4 below for additional information. Additionally, the Company has been impacted by the recent coronavirus (“COVID-19”) outbreak. The global outbreak of COVID-19 has negatively affected the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial market. The COVID-19 outbreak has impacted the Company’s revenues and the Company’s business continues to be exposed to risks and uncertainties related to the pandemic. The impact of COVID-19 has been more pronounced with the Company’s retail customers, which depend on keeping their stores open. Additionally, in situations where the Company’s customers encounter financial difficulties, there is a risk associated with the Company’s inability to collect money from customers. The Company has taken several actions to deal with the pandemic. These include enabling its employees to work from home, company-wide salary and compensation cuts, hiring freezes, and suspending all non-essential travel. The ultimate impact and the extent to which the COVID-19 pandemic will continue to affect the business, results of operation and financial condition is difficult to predict and depends on numerous evolving factors outside of the Company’s control including: the duration and scope of the pandemic; government, social, business and other actions that have been and will be taken in response to the pandemic; and the effect of the pandemic on short and long-term general economic conditions. Cash and cash equivalents The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents are stated at cost, which approximates fair value. At times, cash deposits with banks may exceed federally insured limits. Accounts receivable and allowance for doubtful accounts Accounts receivable, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company maintains an allowance against accounts receivable for the estimated probable losses on uncollectible accounts. The allowance is based upon historical loss experience, current economic conditions within the industries the Company serves as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt. The allowance for doubtful accounts balance increased $0.9 million for the period ended March 31, 2020 compared to December 31, 2019. Revenue recognition The Company accounts for a contract with a customer when 1) the parties to the contract have approved the contract and are committed to performing their respective obligations, 2) the contract identifies each party’s rights regarding the goods or services to be transferred, 3) the contract identifies the payment terms for the goods or services to be transferred, 4) the contract has commercial substance, and 5) collection of substantially all consideration pursuant to the contract is probable. The Company derives its revenue from offering a suite of digital engineering and information technology (“IT”) consulting services, including digital transformation strategy, emerging technology, lean labs and legacy system replatforming. For most contracts, the Company uses master agreements to govern the overall relevant terms and conditions of the business arrangement between the Company and its customers. When the Company and a customer enter into a Master Services Agreement (“MSA”), purchases are generally made by the customer via a statement of work (“SOW”) which explicitly references the MSA and specifies the services to be delivered. Fees for these contracts may be in the form of time-and-materials or fixed-fee arrangements. The majority of the Company’s revenues are generated under time-and-material contracts which are billed using hourly rates to determine the amounts to be charged directly to the customer. Fees are billed and collected as stipulated in the contract, and revenue is recognized as services are performed. If there is an uncertainty about the receipt of payment for the services, revenue is recognized to the extent that a significant reversal of revenue would not be probable. Consulting services revenue is a single performance obligation earned through a series of distinct daily services and may include services such as those described above. The Company recognizes revenue for services over time as the customer simultaneously receives and consumes the benefits as the Company performs IT consulting services. For time-and-materials contracts, the customer derives value from the Company providing daily consulting services, and the value derived corresponds to the labor hours expended. Therefore, the Company measures the progress and recognizes revenue using an effort-based input method. For fixed-fee contracts, revenue is recognized ratably over the contract term. For time-and-material contracts, the Company applies the variable consideration allocation exception. Therefore, instead of allocating the variable consideration to the entire performance obligation, the Company determined the variable consideration should be allocated to each distinct service to which the variable consideration relates, which is providing the customer daily consulting services. The Company also offers volume discounts or early settlement discounts. Volume discounts apply once the customer reaches certain contractual spend thresholds. Early settlement discounts are issued contingent upon the timing of the payment from the customer. If the consideration promised in a contract includes a variable amount, the Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates may require management to make subjective judgments and to make estimates about the effects of matters inherently uncertain. The determination of whether to constrain consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Although the Company believes that its approach in developing estimates and its reliance on certain judgments and underlying inputs is reasonable, actual results may differ from management’s estimates, judgments and assumptions. These estimates have historically not been material to the consolidated financial statements. Remaining performance obligation ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2020. This disclosure is not required for: 1) contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty, 2) contracts for which the Company recognizes revenues based on the right to invoice for services performed, 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or 4) variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property. All of the Company’s contracts met one or more of these exemptions as of March 31, 2020. Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes prior earnings history, the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods of tax attributes, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset in making this assessment. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates for uncertain tax positions at each balance sheet date. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy for interest and/or penalties related to underpayments of income taxes is to include interest and penalties in income tax expense. Restructuring The Company initiated a restructuring plan focused on optimizing utilization. For the three months ended March 31, 2020 the Company incurred and paid total restructuring expenses of $689,000 which mostly included employee termination costs. This amount is included as a component of general and administrative expenses in the condensed consolidated financial statements. Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement In October 2018, the FASB issued ASU No. 2018-17, “ Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, Financial Instruments—Credit Losses (Topic 326) Leases (Topic 842). Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, FASB issued ASU No. 2020-03, Codification to Financial Instruments. |
Business combination
Business combination | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 3 – Business combination On March 5, 2020, ChaSerg consummated its business combination with GDI pursuant to the Merger Agreement dated November 13, 2019. Fees and expenses paid in connection with the Business Combination were settled using funds from the trust account. Immediately following the Business Combination, there were 50,833,619 shares of common stock with a par value of $0.0001, and 11,346,500 warrants outstanding. GDI began operations in September 2006 to provide next-generation ecommerce platform solutions in the areas of search, analytics, and release automation to Fortune 500 companies. Under ASC 805, Business Combinations, The aggregate consideration for the Business Combination was $396.5 million, consisting of $130.0 million in cash and 27,006,251 shares of ChaSerg’s common stock valued at $10.19 per share, less a post-Closing share adjustment amount of 857,143 shares which were placed in escrow post-Closing. The shares transferred at Closing include 4,313,917 options to purchase the Company’s shares that were vested, outstanding and unexercised, which were determined using 1,739,932 vested options at Closing converted at an exchange ratio of approximately 2.48. Additionally, 364,094 options to purchase the Company’s common stock that were unvested, outstanding and unexercised were assumed by the Company, which were determined using 146,865 unvested options at Closing converted at an exchange ratio of approximately 2.48. The following represents the aggregate consideration for the Business Combination: (in thousands, except for share and per share amounts) Shares transferred at Closing 27,006,251 Less: Post-Closing share adjustment (857,143 ) Total shares transferred at Closing 26,149,108 Value per share 10.19 Total share consideration $ 266,459 Plus: Cash transferred to GDI stockholders 130,000 Closing merger consideration $ 396,459 In connection with the Closing, 51,715 shares of common stock were redeemed at a price per share of approximately $10.21. See Note 8 for details of the Company’s common stock prior to and subsequent to the Business Combination. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $4.7 million, consisting of legal and professional fees, of which $4.1 million were related to equity issuance costs and recorded to additional paid-in capital as a reduction of proceeds and $0.6 million were recorded to general and administrative expenses. In connection with the Business Combination, all outstanding retention bonus obligations from a 2017 acquisition totaling $3,363,000 were accelerated and paid in full to Grid Dynamics’ personnel immediately prior to the Closing and were recorded in the cost of revenue and operating expenses in the condensed consolidated financial statements. |
Concentrations of credit risk
Concentrations of credit risk | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 4 — Concentrations of credit risk The Company records its accounts receivable and unbilled receivables at their face amounts less allowances. Accounts receivable and unbilled receivables are generally dispersed across the Company’s customers in proportion to their revenue. Three customers individually exceeded 10% of the Company’s accounts receivable balance at March 31, 2020. Three customers individually exceeded 10% of the Company’s accounts receivable balance at December 31, 2019. Two customers individually exceeded 10% of the unbilled receivables at March 31, 2020 and two customers individually exceeded the unbilled receivables balance at December 31, 2019. Three customers accounted for greater than 10% of the sales for the three months ended March 31, 2020 and 2019. The three customers comprised 46% of total revenue and 52% of total revenue for the three months ended March 31, 2020 and 2019, respectively. The three customers individually accounted for 17%, 17%, and 13% of total revenue for the three months ended March 31, 2020; and 23%, 15%, and 15% of total revenue, for the three months ended March 31, 2019. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 — Property and Equipment, net Property and equipment consist of the following (in thousands): Estimated As of Useful Life March 31, 2020 December 31, 2019 Computers and equipment 3 $ 5,720 $ 5,470 Machinery and automobiles 5 128 129 Furniture and fixtures 3 598 544 Software 2 507 407 Leasehold improvements 7 126 119 7,079 6,669 Less: Accumulated depreciation and amortization (4,080 ) (3,784 ) 2,999 2,885 Capitalized software development costs 2 2,744 2,478 Less: Accumulated amortization (1,656 ) (1,339 ) 1,088 1,139 Property and equipment, net $ 4,087 $ 4,024 |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 6 — Accrued liabilities The components of accrued liabilities were as follows (in thousands): As of March 31, December 31, Accrued customer discounts $ 334 $ 298 Accrued retention bonus - 648 Other accrued liabilities 419 242 Total accrued liabilities $ 753 $ 1,188 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 7 — Income taxes The Company recorded income tax expense/(benefit) of $(2.6) million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively. The Company’s effective tax rate was 36.9% and 20.6% for the three months ended March 31, 2020 and 2019, respectively. The increase in effective tax rate for the three months ended March 31, 2020, as compared to the same period in 2019 was primarily due to excess tax benefits of stock-based compensation. The large tax benefit recognized in the current quarter is primarily due to net operating losses generated by stock compensation deductions as a result of the merger with GDI and year-to-date book losses. On March 27, 2020, the U.S. President signed into law the CARES Act, an economic stimulus package in response to the COVID-19 global pandemic. The CARES Act contains several corporate income tax provisions, including making remaining alternative minimum tax credits immediately refundable; providing a 5-year carryback of net operating loss carryforwards (“NOLs”) generated in tax years 2018, 2019, and 2020, and removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021; and temporarily liberalizing the interest deductibility rules under Section 163(j) of the Tax Cuts and Jobs Act, by raising the adjusted taxable income limitation from 30% to 50% for tax years 2019 and 2020 and giving taxpayers the election of using 2019 adjusted taxable income for purposes of computing 2020 interest deductibility. The Company is still evaluating the impact but does not currently expect the provisions of the CARES Act to have a material effect on the realizability of deferred income tax assets or tax expense. There is no material impact for the three months ended March 31,2020. As additional guidance is released, the Company will evaluate whether there would need to be a change in the period when such guidance is issued. |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8 — Stockholders’ equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. Common stock The Company is authorized to issue 110,000,000 of common stock. At Closing and as of March 31, 2020, the Company had 50,833,619 shares of common stock outstanding, of which: a) 26,888,285 shares were issued to the stockholders of ChaSerg who did not redeem their shares, b) 1,200,000 shares legally issued and outstanding to the ChaSerg Founders and underwriter subject to earnout provisions as discussed further below, c) 53,000 shares issued to the Sponsor of ChaSerg at $10.00 per share as the result of a promissory note of $0.5 million converted to the Company’s common stock, d) 19,490,295 shares issued to GDD International Holding Company, e) 2,094,850 shares issued to BGV Opportunity Fund, L.P., and f) 1,107,189 shares issued to GDI shareholders prior to the consummation of the Business Combination. Additionally, there were 4,313,917 outstanding vested options to purchase the Company’s common stock. Preferred Stock As of December 31, 2019 GDI had 1,047,942 shares of no par value shares of preferred stock outstanding convertible on a 1:1 basis with GDI’s common stock. At the Closing, the preferred stock outstanding was converted into common stock of the Company, par value $0.0001 per share. Therefore, as of March 31, 2020 there was no preferred stock outstanding. Founders and underwriter shares subject to earnout provisions At the Closing, the Company had 1,200,000 shares of common stock issued and outstanding subject to earnout provisions (the “Earnout Shares”). The Earnout Shares are subject to transfer restrictions and the owners of the Earnout Shares cannot sell, transfer or otherwise dispose of their respective shares until the respective earnout provisions have been achieved as described further below. The Earnout Shares have full ownership rights including the right to vote and receive dividends and other distributions thereon. Dividends and other distributions are not subject to forfeiture in accordance with the Amended and Restated Sponsor Share Letter filed with the SEC on January 26, 2020. The Earnout Shares vest and are no longer subject to the transfer restrictions as follows: 1) 399,999; 400,000; and 400,001 Earnout Shares vest if the closing price of the Company’s common stock on the principal exchange on which the securities are listed or quoted have been at or about $12.00; $13.50; and $15.00 per share, respectively, for 20 trading days (which need not be consecutive) over a thirty trading day period at any time; The Earnout Shares automatically vest upon and immediately prior to any of the following events: 1) The Company engages in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; 2) The Company’s common stock ceases to be listed on a national securities exchange; 3) The Company is amalgamated, merged, consolidated or reorganized with or into another company or person (an “ ”) and as a result of such amalgamation, merger, consolidation or reorganization, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of the Acquiror or surviving or resulting entity is owned in the aggregate by the shareholders of the Company, directly or indirectly, immediately prior to such amalgamation, merger, consolidation or reorganization, excluding from such computation the interests of the Acquiror or any affiliate of the Acquiror; 4) The Company and/or its subsidiaries sell, assign, transfer or otherwise dispose of (including by bulk reinsurance outside of the ordinary course of business consistent with past practice), in one or a series of related transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to an Acquiror, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of which, immediately following such sale, assignment or transfer, are owned in the aggregate by the pre-transaction Company stockholders; or 5) If a S chedule 13D or Schedule 13G report (or any successor schedules, form or report), each as promulgated pursuant to the Exchange Act, is filed with the SEC disclosing that any person or group (as the terms “person” and “group” are used in Section 13(d) or Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) has become the beneficial owner (as the term “beneficial owner” is defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of a percentage of shares of the outstanding Company common shares as shall be greater than the percentage of such shares that, at the date of such filing, is held by any other person or group that held more than 50% of the voting or economic power of Company immediately after the Closing. The Earnout Shares released for any event as noted above shall be subject to an equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock after the Closing. Additionally, each such price threshold shall be reduced by the amount of the aggregate cash or the fair market value of any securities or other assets paid or payable by the Company to the holders of common stock, on a per share basis, as an extraordinary dividend or distribution following the Closing; provided that the declaration and payment of any such extraordinary dividend or distribution shall be subject to all applicable Laws. An “extraordinary dividend or distribution” means any dividend or distribution other than a regularly-scheduled dividend or distribution. Warrants As of March 31, 2020, there were a total of 11,346,500 warrants outstanding. As part of its initial public offering (“IPO”), ChaSerg issued 22,000,000 units including one share of common stock and one-half of one redeemable warrant. Simultaneously with its IPO, ChaSerg issued 640,000 private placement units to its sponsor underwriter, each consisting of one common share and one-half of one redeemable warrant. ChaSerg issued 53,000 units as a result of the conversion of a working capital sponsor loan consisting of one common share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50. Warrants may only be exercised for a whole number of shares for common stock. No fractional shares will be issued upon exercise of the warrants. Each warrant is currently exercisable and will expire March 5, 2025 (five years after the completion of the Business Combination), or earlier upon redemption or liquidation. The Company may call the warrants for redemption at a price of $0.01 per warrant upon a minimum 30 days’ prior written notice of redemption, if and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and if and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | Note 9 — Stock-based compensation 2018 Stock Plan The Company had previously adopted a stock plan in 2018 (the “2018 Stock Plan”). Under the terms of the 2018 Stock Plan, certain option grants were accelerated in full or by an additional 12 months as a result of the Business Combination. Therefore, Additionally, at Closing, a percentage of outstanding vested Grid Dynamics stock options were settled in exchange for cash consideration, pursuant to the terms of the Merger Agreement. The remaining portion of outstanding vested options totaling 1,739,932 and all unvested options totaling 146,865 were automatically assumed and converted into options to purchase the Company’s common stock as of the Closing. will continue to be subject to the same terms and conditions, including vesting schedule terms, in accordance with the 2018 Stock Plan. The following table sets forth the activity, including the conversion of the vested and unvested options, for the three months ended March 31, 2020: Options Outstanding Balance at December 31, 2019 2,734,327 Cashed out (828,590 ) Forfeited (18,940 ) Balance at March 31, 2020 (prior to exchange ratio conversion) 1,886,797 Converted vested balance 4,313,917 Converted unvested balance 364,094 Balance at March 31, 2020 (post to exchange ratio conversion) 4,678,011 2020 Equity Incentive Plan Effective March 5, 2020, the Board of Directors approved an equity incentive plan (the “2020 Plan”). The 2020 Plan permits the Company to grant a maximum aggregate amount of 16,300,000 Incentive Stock Options, Nonstatutory Stock Options (“NSOs”), Restricted Stock, Restricted Stock Units (“RSUs”), Stock Appreciation Rights, Performance Units, and Performance Shares (collectively, the “Awards”) to employees, directors, and consultants of the Company. The Board of Directors or any committee appointed by the Board of Directors has the authority to grant Awards. As of March 31, 2020, the Board of Directors granted 1,552,100 NSOs and 2,310,000 RSUs. The Company has not granted any other Awards. The 1,552,100 NSOs granted on March 13, 2020 are subject to the following time-based vesting conditions: one-fourth of the NSOs will vest on March 13, 2021; and thereafter one-sixteenth of the NSOs will vest each subsequent three month anniversary thereafter on the 13 th The grant date fair value of each NSO was estimated on the date of grant using the Black-Scholes option pricing model, as determined by the Board of Directors. The key assumptions for 2020 grants are provided in the following table. 2020 Dividend yield 0 % Expected volatility 40 % Risk-free interest rate 0.80 % Expected term in years 6.11 Grant date fair value of common stock $ 8.26 The Company used a zero percent dividend yield assumption for all Black-Scholes stock option-pricing calculations. Since the Company’s shares were not publicly traded prior to the Closing and its shares were rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the options is based on the U.S. Treasury yield curve at the date of grant. Expected term is estimated using the simplified method, which takes into account vesting and contractual term. The simplified method is being used to calculate expected term instead of historical experience due to a lack of relevant historical data resulting from changes in option vesting schedules and changes in the pool of employees receiving option grants. The 2,310,000 RSUs granted on March 13, 2020 were granted at the fair market value of the Company’s stock. The RSUs are subject to the following time-based vesting conditions: one-fourth vest on March 13, 2021; and thereafter one-sixteenth of the RSUs will vest each subsequent 3-month anniversary thereafter on the 13 th The Company classifies awards issued under the stock-based compensation plans as equity. Total compensation expense for the three months ended March 31, 2020 was $4.8 million, which included $2.0 million of compensation expense related to the 2018 Stock Plan, $2.5 million of compensation expense related to the acceleration of vesting of awards under the 2018 Stock Plan, and $0.3 million of compensation expense related to the 2020 Plan. Total compensation expense for the three months ended March 31, 2019 was $1.7 million. Employee stock-based compensation recognized was as follows (in thousands): For the three months ended 2020 2019 Cost of revenue $ 615 $ 23 Engineering, research, and development 596 94 Sales and marketing 1,135 23 General and administrative 2,458 1,518 Total stock-based compensation $ 4,804 $ 1,658 As of March 31, 2020 and 2019, there was approximately $24.5 million and $3.6 million of unrecognized stock-based compensation expense. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 10 — Earnings per share For the three months ended March 31, 2020 and 2019, the Company computed earnings per share (“EPS”) in conformity with the two-class method required for participating securities. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. The Company allocated income between its common and preferred shareholders only for the period the preferred stock was outstanding, which was January 1, 2020 to March 4, 2020 as there was no preferred stock outstanding March 5, 2020 to March 31, 2020. As the Company was in a net loss position for the periods between January 1, 2020 to March 4, 2020 and March 5, 2020 to March 31, 2020, the net loss was allocated entirely to common shareholders. There was no preferred stock outstanding for the three months ended March 31, 2019. All participating securities are excluded from basic weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, restricted stock units, and convertible preferred securities. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share in order of dilution and by application of the treasury stock method and the if-converted method for stock-based compensation and convertible preferred securities, respectively. The following table sets forth the computation of basic and diluted earnings per share of common stock as follows (in thousands except per share data): For the three months ended 2020 2019 Numerator for basic and diluted earnings/(loss) per share Net income/(loss) $ (4,596 ) $ 712 Denominator for basic and diluted earnings/(loss) per share Weighted-average shares outstanding – basic and diluted 48,885 20,217 Basic and diluted earnings/(loss) per share $ (0.09 ) $ 0.04 The denominator used in the calculation of basic and diluted EPS has been retrospectively adjusted for the recapitalization of the Company’s shares as a result of the Business Combination as further described in Note 3. The following potential common shares, presented based on amounts outstanding at each period end and adjusted for the stock split as a result of the transaction, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: For the three months ended Potential common shares (in ’000s) 2020 2019 Convertible preferred stock 1,048 - Stock options to purchase common stock 8,332 5,628 Restricted stock units 2,310 - Warrants to purchase common stock 11,347 - Total 23,037 5,628 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 11 — Commitments and contingencies Legal Matters The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There were no amounts required to be reflected in these consolidated financial statements related to contingencies. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 — Subsequent events The Company performed its subsequent event procedures through May 11, 2020, the date these condensed consolidated financial statements were issued. On April 29, 2020, the Company’s Compensation Committee resolved that a total of 574,188 performance based shares shall be awarded to Company executives as part of the 2020 Plan. Furthermore, the Company’s Board of Directors resolved that a total of 606,750 RSUs shall be issued to retain the service of Company key executives, excluding the Chief Executive Officer. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Although ChaSerg was the legal acquirer, for accounting purposes, GDI was deemed to be the accounting acquirer. GDI was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● GDI holds executive management roles for the Company and those individuals are responsible for the day-to-day operations; ● GDI’s former owners have the largest minority voting rights in the Company; ● From a revenue and business operation standpoint, GDI was the larger entity in terms of relative size; ● Grid Dynamics’ San Ramon, CA headquarters are the headquarters of the Company; and ● The intended strategy of the Company will continue GDI’s strategy of driving enterprise-level digital transformation in the Fortune 500 companies. In conjunction with the Business Combination, outstanding shares of GDI were converted into common stock of the Company, par value $0.0001 per share, shown as a recapitalization, and the net assets of ChaSerg were acquired at historical cost, with no goodwill or other intangible assets recorded. GDI was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing (for the year ended December 31, 2019 and quarters ended March 31, 2020 and 2019) are those of GDI. ChaSerg’s assets and liabilities, which include net cash from the trust of $85.1 million, and results of operations were consolidated with GDI beginning on the Closing. The shares and corresponding capital amounts and earnings per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. |
Principles of consolidation | Principles of consolidation The accompanying condensed financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of the consolidated condensed financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include useful lives and recoverability of property and equipment, allowances for receivables, calculation of accrued liabilities, capitalization of internally developed software, stock-based compensation, and uncertain tax positions. |
Certain significant risks and uncertainties | Certain significant risks and uncertainties The Company is subject to risks, including but not limited to, concentrations of credit and foreign currency risks. Refer to Note 4 below for additional information. Additionally, the Company has been impacted by the recent coronavirus (“COVID-19”) outbreak. The global outbreak of COVID-19 has negatively affected the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial market. The COVID-19 outbreak has impacted the Company’s revenues and the Company’s business continues to be exposed to risks and uncertainties related to the pandemic. The impact of COVID-19 has been more pronounced with the Company’s retail customers, which depend on keeping their stores open. Additionally, in situations where the Company’s customers encounter financial difficulties, there is a risk associated with the Company’s inability to collect money from customers. The Company has taken several actions to deal with the pandemic. These include enabling its employees to work from home, company-wide salary and compensation cuts, hiring freezes, and suspending all non-essential travel. The ultimate impact and the extent to which the COVID-19 pandemic will continue to affect the business, results of operation and financial condition is difficult to predict and depends on numerous evolving factors outside of the Company’s control including: the duration and scope of the pandemic; government, social, business and other actions that have been and will be taken in response to the pandemic; and the effect of the pandemic on short and long-term general economic conditions. |
Cash and cash equivalents | Cash and cash equivalents The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents are stated at cost, which approximates fair value. At times, cash deposits with banks may exceed federally insured limits. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company maintains an allowance against accounts receivable for the estimated probable losses on uncollectible accounts. The allowance is based upon historical loss experience, current economic conditions within the industries the Company serves as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt. The allowance for doubtful accounts balance increased $0.9 million for the period ended March 31, 2020 compared to December 31, 2019. |
Revenue recognition | Revenue recognition The Company accounts for a contract with a customer when 1) the parties to the contract have approved the contract and are committed to performing their respective obligations, 2) the contract identifies each party’s rights regarding the goods or services to be transferred, 3) the contract identifies the payment terms for the goods or services to be transferred, 4) the contract has commercial substance, and 5) collection of substantially all consideration pursuant to the contract is probable. The Company derives its revenue from offering a suite of digital engineering and information technology (“IT”) consulting services, including digital transformation strategy, emerging technology, lean labs and legacy system replatforming. For most contracts, the Company uses master agreements to govern the overall relevant terms and conditions of the business arrangement between the Company and its customers. When the Company and a customer enter into a Master Services Agreement (“MSA”), purchases are generally made by the customer via a statement of work (“SOW”) which explicitly references the MSA and specifies the services to be delivered. Fees for these contracts may be in the form of time-and-materials or fixed-fee arrangements. The majority of the Company’s revenues are generated under time-and-material contracts which are billed using hourly rates to determine the amounts to be charged directly to the customer. Fees are billed and collected as stipulated in the contract, and revenue is recognized as services are performed. If there is an uncertainty about the receipt of payment for the services, revenue is recognized to the extent that a significant reversal of revenue would not be probable. Consulting services revenue is a single performance obligation earned through a series of distinct daily services and may include services such as those described above. The Company recognizes revenue for services over time as the customer simultaneously receives and consumes the benefits as the Company performs IT consulting services. For time-and-materials contracts, the customer derives value from the Company providing daily consulting services, and the value derived corresponds to the labor hours expended. Therefore, the Company measures the progress and recognizes revenue using an effort-based input method. For fixed-fee contracts, revenue is recognized ratably over the contract term. For time-and-material contracts, the Company applies the variable consideration allocation exception. Therefore, instead of allocating the variable consideration to the entire performance obligation, the Company determined the variable consideration should be allocated to each distinct service to which the variable consideration relates, which is providing the customer daily consulting services. The Company also offers volume discounts or early settlement discounts. Volume discounts apply once the customer reaches certain contractual spend thresholds. Early settlement discounts are issued contingent upon the timing of the payment from the customer. If the consideration promised in a contract includes a variable amount, the Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates may require management to make subjective judgments and to make estimates about the effects of matters inherently uncertain. The determination of whether to constrain consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Although the Company believes that its approach in developing estimates and its reliance on certain judgments and underlying inputs is reasonable, actual results may differ from management’s estimates, judgments and assumptions. These estimates have historically not been material to the consolidated financial statements. |
Remaining performance obligation | Remaining performance obligation ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of March 31, 2020. This disclosure is not required for: 1) contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty, 2) contracts for which the Company recognizes revenues based on the right to invoice for services performed, 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or 4) variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property. All of the Company’s contracts met one or more of these exemptions as of March 31, 2020. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes prior earnings history, the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods of tax attributes, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset in making this assessment. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates for uncertain tax positions at each balance sheet date. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy for interest and/or penalties related to underpayments of income taxes is to include interest and penalties in income tax expense. |
Restructuring | Restructuring The Company initiated a restructuring plan focused on optimizing utilization. For the three months ended March 31, 2020 the Company incurred and paid total restructuring expenses of $689,000 which mostly included employee termination costs. This amount is included as a component of general and administrative expenses in the condensed consolidated financial statements. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement In October 2018, the FASB issued ASU No. 2018-17, “ Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, Financial Instruments—Credit Losses (Topic 326) Leases (Topic 842). Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, FASB issued ASU No. 2020-03, Codification to Financial Instruments. |
Business combination (Tables)
Business combination (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of consideration for business combination [Table Text Block] | (in thousands, except for share and per share amounts) Shares transferred at Closing 27,006,251 Less: Post-Closing share adjustment (857,143 ) Total shares transferred at Closing 26,149,108 Value per share 10.19 Total share consideration $ 266,459 Plus: Cash transferred to GDI stockholders 130,000 Closing merger consideration $ 396,459 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Estimated As of Useful Life March 31, 2020 December 31, 2019 Computers and equipment 3 $ 5,720 $ 5,470 Machinery and automobiles 5 128 129 Furniture and fixtures 3 598 544 Software 2 507 407 Leasehold improvements 7 126 119 7,079 6,669 Less: Accumulated depreciation and amortization (4,080 ) (3,784 ) 2,999 2,885 Capitalized software development costs 2 2,744 2,478 Less: Accumulated amortization (1,656 ) (1,339 ) 1,088 1,139 Property and equipment, net $ 4,087 $ 4,024 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | As of March 31, December 31, Accrued customer discounts $ 334 $ 298 Accrued retention bonus - 648 Other accrued liabilities 419 242 Total accrued liabilities $ 753 $ 1,188 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of conversion of the vested and unvested [Table Text Block] | Options Outstanding Balance at December 31, 2019 2,734,327 Cashed out (828,590 ) Forfeited (18,940 ) Balance at March 31, 2020 (prior to exchange ratio conversion) 1,886,797 Converted vested balance 4,313,917 Converted unvested balance 364,094 Balance at March 31, 2020 (post to exchange ratio conversion) 4,678,011 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2020 Dividend yield 0 % Expected volatility 40 % Risk-free interest rate 0.80 % Expected term in years 6.11 Grant date fair value of common stock $ 8.26 |
Schedule of stock-based compensation plans [Table Text Block] | For the three months ended 2020 2019 Cost of revenue $ 615 $ 23 Engineering, research, and development 596 94 Sales and marketing 1,135 23 General and administrative 2,458 1,518 Total stock-based compensation $ 4,804 $ 1,658 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the three months ended 2020 2019 Numerator for basic and diluted earnings/(loss) per share Net income/(loss) $ (4,596 ) $ 712 Denominator for basic and diluted earnings/(loss) per share Weighted-average shares outstanding – basic and diluted 48,885 20,217 Basic and diluted earnings/(loss) per share $ (0.09 ) $ 0.04 |
Schedule of diluted net loss per share attributable to common stockholders [Table Text Block] | For the three months ended Potential common shares (in ’000s) 2020 2019 Convertible preferred stock 1,048 - Stock options to purchase common stock 8,332 5,628 Restricted stock units 2,310 - Warrants to purchase common stock 11,347 - Total 23,037 5,628 |
Background and nature of oper_2
Background and nature of operations (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business combination description | On March 5, 2020 (the “Closing”), the Company consummated its business combination with Grid Dynamics International, Inc. (“GDI”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 13, 2019 (the “Business Combination”). In connection with the Closing, the Company changed its name from ChaSerg Technology Acquisition Corp. to Grid Dynamics Holdings, Inc. The Company’s common stock is now listed on the NASDAQ under the symbol “GDYN” and warrants to purchase the common stock at an exercise price of $11.50 per share are listed on the NASDAQ under the symbol “GDYNW.” |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Cash proceeds from trust account | $ 85,100,000 | |
Increase allowance for doubtful accounts | 900,000 | |
Payments for restructuring | $ 689,000 | |
Restructuring expenses description | the Company incurred and paid total restructuring expenses of $689,000 which mostly included employee termination costs. This amount is included as a component of general and administrative expenses in the condensed consolidated financial statements. | |
Common Class A [Member] | ||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Business combination (Details)
Business combination (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 05, 2020 | Mar. 31, 2020 |
Business combination (Details) [Line Items] | ||
Business combination, description | ChaSerg consummated its business combination with GDI pursuant to the Merger Agreement dated November 13, 2019. Fees and expenses paid in connection with the Business Combination were settled using funds from the trust account. Immediately following the Business Combination, there were 50,833,619 shares of common stock with a par value of $0.0001, and 11,346,500 warrants outstanding. | The aggregate consideration for the Business Combination was $396.5 million, consisting of $130.0 million in cash and 27,006,251 shares of ChaSerg’s common stock valued at $10.19 per share, less a post-Closing share adjustment amount of 857,143 shares which were placed in escrow post-Closing. The shares transferred at Closing include 4,313,917 options to purchase the Company’s shares that were vested, outstanding and unexercised, which were determined using 1,739,932 vested options at Closing converted at an exchange ratio of approximately 2.48. Additionally, 364,094 options to purchase the Company’s common stock that were unvested, outstanding and unexercised were assumed by the Company, which were determined using 146,865 unvested options at Closing converted at an exchange ratio of approximately 2.48. |
Sale of stock, description | Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (approximately 1.685 GDH shares to 1.0 GDI share). | |
Shares redeemed | 51,715 | |
Price per share | $ 10.21 | |
Legal and professional fees | $ 4.7 | |
Business combination cost description | In connection with the Business Combination, all outstanding retention bonus obligations from a 2017 acquisition totaling $3,363,000 were accelerated and paid in full to Grid Dynamics’ personnel immediately prior to the Closing and were recorded in the cost of revenue and operating expenses in the condensed consolidated financial statements. | |
Reduction of Proceeds [Member] | ||
Business combination (Details) [Line Items] | ||
Legal and professional fees | $ 4.1 | |
General and Administrative Expense [Member] | ||
Business combination (Details) [Line Items] | ||
Legal and professional fees | $ 0.6 |
Business combination (Details)
Business combination (Details) - Schedule of consideration for business combination $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Schedule of consideration for business combination [Abstract] | |
Shares transferred at Closing | shares | 27,006,251 |
Less: Post-Closing share adjustment | shares | (857,143) |
Total shares transferred at Closing | shares | 26,149,108 |
Value per share | $ / shares | $ 10.19 |
Total share consideration | $ | $ 266,459 |
Plus: Cash transferred to GDI stockholders | $ | 130,000 |
Closing merger consideration | $ | $ 396,459 |
Concentrations of credit risk (
Concentrations of credit risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Accounts Receivable [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Number of customers | 3 | 3 | |
Concentration risk percentage | 10.00% | 10.00% | |
Unbilled Receivables [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Number of customers | 2 | 2 | |
Concentration risk percentage | 10.00% | 10.00% | |
Sales [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Number of customers | 3 | 3 | |
Concentration risk percentage | 10.00% | 10.00% | |
Revenue Benchmark [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Concentration risk percentage | 46.00% | 52.00% | |
Revenue Benchmark [Member] | Customer 1 [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Concentration risk percentage | 17.00% | 23.00% | |
Revenue Benchmark [Member] | Customer 2 [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Concentration risk percentage | 17.00% | 15.00% | |
Revenue Benchmark [Member] | Customer 3 [Member] | |||
Concentrations of credit risk (Details) [Line Items] | |||
Concentration risk percentage | 13.00% | 15.00% |
Property and Equipment, net (De
Property and Equipment, net (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Tangible property and equipment, gross | $ 7,079 | $ 6,669 |
Less: Accumulated depreciation and amortization | (4,080) | (3,784) |
Tangible property and equipment, net | 2,999 | 2,885 |
Less: Accumulated amortization | (1,656) | (1,339) |
Intangible property and equipment, net | 1,088 | 1,139 |
Property and equipment, net | $ 4,087 | 4,024 |
Capitalized software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 2 years | |
Capitalized software development costs | $ 2,744 | 2,478 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 3 years | |
Tangible property and equipment, gross | $ 5,720 | 5,470 |
Machinery and automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 5 years | |
Tangible property and equipment, gross | $ 128 | 129 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 3 years | |
Tangible property and equipment, gross | $ 598 | 544 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 2 years | |
Tangible property and equipment, gross | $ 507 | 407 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 7 years | |
Tangible property and equipment, gross | $ 126 | $ 119 |
Accrued liabilities (Details) -
Accrued liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of accrued liabilities [Abstract] | ||
Accrued customer discounts | $ 334 | $ 298 |
Accrued retention bonus | 648 | |
Other accrued liabilities | 419 | 242 |
Total accrued liabilities | $ 753 | $ 1,188 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ (2.6) | $ 0.2 | |
Effective tax rate | 36.90% | 20.60% | |
CARES Act description | The CARES Act contains several corporate income tax provisions, including making remaining alternative minimum tax credits immediately refundable; providing a 5-year carryback of net operating loss carryforwards (“NOLs”) generated in tax years 2018, 2019, and 2020, and removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021; and temporarily liberalizing the interest deductibility rules under Section 163(j) of the Tax Cuts and Jobs Act, by raising the adjusted taxable income limitation from 30% to 50% for tax years 2019 and 2020 and giving taxpayers the election of using 2019 adjusted taxable income for purposes of computing 2020 interest deductibility. |
Stockholders' equity (Details)
Stockholders' equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' equity (Details) [Line Items] | ||
Common stock shares, authorized | 110,000,000 | 110,000,000 |
Common stock shares, outstanding | 50,833,619 | 21,644,392 |
Common stock shares, description | a) 26,888,285 shares were issued to the stockholders of ChaSerg who did not redeem their shares, b) 1,200,000 shares legally issued and outstanding to the ChaSerg Founders and underwriter subject to earnout provisions as discussed further below, c) 53,000 shares issued to the Sponsor of ChaSerg at $10.00 per share as the result of a promissory note of $0.5 million converted to the Company’s common stock, d) 19,490,295 shares issued to GDD International Holding Company, e) 2,094,850 shares issued to BGV Opportunity Fund, L.P., and f) 1,107,189 shares issued to GDI shareholders prior to the consummation of the Business Combination. Additionally, there were 4,313,917 outstanding vested options to purchase the Company’s common stock. | |
Preferred stock, conversion basis | preferred stock outstanding convertible on a 1:1 basis with GDI’s common stock. | |
Earnout shares, description | 399,999; 400,000; and 400,001 Earnout Shares vest if the closing price of the Company’s common stock on the principal exchange on which the securities are listed or quoted have been at or about $12.00; $13.50; and $15.00 per share, respectively, for 20 trading days (which need not be consecutive) over a thirty trading day period at any time | |
Voting rights, percentage | 50.10% | |
Voting rights, description | all of the assets of the Company and its subsidiaries, taken as a whole, to an Acquiror, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests | |
Percentage of shares outstanding | 50.00% | |
Warrants outstanding | 11,346,500 | |
shares issued | 50,833,619 | 21,644,392 |
Issuance of private placement shares | 640,000 | |
Shares issued on conversion of a working capital | 53,000 | |
Price per share (in Dollars per share) | $ 11.50 | |
Warrant price per share (in Dollars per share) | 0.01 | |
GDI [Member] | ||
Stockholders' equity (Details) [Line Items] | ||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | |
Common Stock [Member] | ||
Stockholders' equity (Details) [Line Items] | ||
Common stock shares, authorized | 110,000,000 | |
Common stock shares, outstanding | 50,833,619 | |
Earnout shares, description | the Company had 1,200,000 shares of common stock issued and outstanding subject to earnout provisions (the “Earnout Shares”). | |
Price per share (in Dollars per share) | $ 18 | |
Preferred Stock [Member] | ||
Stockholders' equity (Details) [Line Items] | ||
Preferred stock shares, outstanding | 1,047,942 | |
IPO [Member] | ||
Stockholders' equity (Details) [Line Items] | ||
shares issued | 22,000,000 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) $ in Millions | Mar. 13, 2020 | Mar. 05, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Stock-based compensation (Details) [Line Items] | ||||
Vested options outstanding | 1,739,932 | |||
Unvested options outstanding | 146,865 | |||
Compensation expense | $ 4.8 | $ 1.7 | ||
unrecognized stock-based compensation expense | $ 24.5 | $ 3.6 | ||
NSO [Member] | ||||
Stock-based compensation (Details) [Line Items] | ||||
Options granted | 1,552,100 | 1,552,100 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Stock-based compensation (Details) [Line Items] | ||||
Options granted | 2,310,000 | 2,310,000 | ||
2018 Stock Plan [Member] | ||||
Stock-based compensation (Details) [Line Items] | ||||
Stock options vested, shares | 2,568,523 | |||
Increase to additional paid-in capital | $ 2.5 | |||
Compensation expense | 2 | |||
2020 Plan [Member] | ||||
Stock-based compensation (Details) [Line Items] | ||||
Incentive stock options | 16,300,000 | |||
Compensation expense | 0.3 | |||
Vesting of awards under 2018 Stock Plan [Member] | ||||
Stock-based compensation (Details) [Line Items] | ||||
Compensation expense | $ 2.5 |
Stock-based compensation (Det_2
Stock-based compensation (Details) - Schedule of conversion of the vested and unvested | 3 Months Ended |
Mar. 31, 2020shares | |
Schedule of conversion of the vested and unvested [Abstract] | |
Balance at December 31, 2019 | 2,734,327 |
Forfeited | (18,940) |
Balance at March 31, 2020 (prior to exchange ratio conversion) | 1,886,797 |
Converted vested balance | 4,313,917 |
Converted unvested balance | 364,094 |
Balance at March 31, 2020 (post to exchange ratio conversion) | 4,678,011 |
Cashed out | (828,590) |
Stock-based compensation (Det_3
Stock-based compensation (Details) - Schedule of estimated grant using the Black-Scholes | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Schedule of estimated grant using the Black-Scholes [Abstract] | |
Dividend yield | 0.00% |
Expected volatility | 40.00% |
Risk-free interest rate | 0.80% |
Expected term in years | 6 years 1 month 9 days |
Grant date fair value of common stock (in Dollars per share) | $ 8.26 |
Stock-based compensation (Det_4
Stock-based compensation (Details) - Schedule of stock-based compensation plans - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of stock-based compensation plans [Abstract] | ||
Cost of revenue | $ 615 | $ 23 |
Engineering, research, and development | 596 | 94 |
Sales and marketing | 1,135 | 23 |
General and administrative | 2,458 | 1,518 |
Total stock-based compensation | $ 4,804 | $ 1,658 |
Earnings per share (Details) -
Earnings per share (Details) - Schedule of computation of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator for basic and diluted earnings/(loss) per share | ||
Net income/(loss) | $ (4,596) | $ 712 |
Denominator for basic and diluted earnings/(loss) per share | ||
Weighted-average shares outstanding – basic and diluted | 48,885 | 20,217 |
Basic and diluted earnings/(loss) per share | $ (0.09) | $ 0.04 |
Earnings per share (Details) _2
Earnings per share (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of diluted net loss per share attributable to common stockholders [Abstract] | ||
Convertible preferred stock | 1,048 | |
Stock options to purchase common stock | 8,332 | 5,628 |
Restricted stock units | 2,310 | |
Warrants to purchase common stock | 11,347 | |
Total | 23,037 | 5,628 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] | 1 Months Ended |
Apr. 29, 2020shares | |
Subsequent events (Details) [Line Items] | |
Employee performance based shares | 574,188 |
Restricted Stock Units (RSUs) [Member] | |
Subsequent events (Details) [Line Items] | |
Employee performance based shares | 606,750 |