Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 02, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38947 | ||
Entity Registrant Name | BTRS HOLDINGS INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-3780685 | ||
Entity Address, Address Line One | 1009 Lenox Drive | ||
Entity Address, Address Line Two | Suite 101 | ||
Entity Address, City or Town | Lawrenceville | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08648 | ||
City Area Code | 609 | ||
Local Phone Number | 235-1010 | ||
Title of 12(b) Security | Class 1 Common Stock, $0.0001 par value | ||
Trading Symbol | BTRS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 1.1 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement related to its 2022 Annual Stockholder’s Meeting, scheduled to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001774155 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class 1 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 159,474,754 | ||
Class 2 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,395,989 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Woodbridge, New Jersey |
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 187,672 | $ 14,642 |
Marketable securities | 45,117 | 0 |
Customer funds | 22,541 | 20,924 |
Accounts receivable, net | 34,394 | 23,009 |
Prepaid expenses | 3,715 | 2,961 |
Deferred implementation and commission costs, current portion | 5,060 | 4,718 |
Other current assets | 1,164 | 4,108 |
Total current assets | 299,663 | 70,362 |
Property and equipment, net | 15,516 | |
Property and equipment, net | 16,650 | |
Operating lease right-of-use assets | 28,623 | |
Goodwill | 88,148 | 36,956 |
Intangible assets, net | 24,339 | 9,534 |
Deferred implementation and commission costs, net of current portion | 9,238 | 8,677 |
Other assets | 5,122 | 5,361 |
Total assets | 470,649 | 147,540 |
Current liabilities: | ||
Customer funds payable | 22,541 | 20,924 |
Current portion of debt and finance lease liabilities, net of deferred financing costs | 163 | 380 |
Accounts payable | 2,968 | 1,646 |
Accrued expenses and other current liabilities | 46,263 | 27,247 |
Deferred revenue, current portion | 16,890 | 14,895 |
Total current liabilities | 88,825 | 65,092 |
Debt and finance lease liabilities, net of deferred financing costs and current portion | 150 | 43,295 |
Operating lease liabilities, net of current portion | 32,461 | |
Customer postage deposits | 10,081 | 10,418 |
Deferred revenue, net of current portion | 22,352 | 14,861 |
Deferred taxes | 4,338 | 768 |
Other liabilities | 2,808 | 9,296 |
Total liabilities | 161,015 | 143,730 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value,10,000 shares authorized; no shares issued and outstanding at December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 516,987 | 148,677 |
Accumulated deficit | (206,077) | (144,877) |
Accumulated other comprehensive loss | (1,292) | 0 |
Total stockholders’ equity | 309,634 | 3,810 |
Total liabilities and stockholders’ equity | 470,649 | 147,540 |
Class 1 Common Stock | ||
Stockholders' equity: | ||
Common stock | 15 | 9 |
Class 2 Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Nov. 18, 2021 | Jan. 12, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued (shares) | 0 | 0 | ||
Preferred stock, shares outstanding (shares) | 0 | 0 | ||
Common stock, par value (USD per share) | $ 0.0001 | |||
Common stock, shares outstanding (shares) | 145,266,000 | |||
Class 1 Common Stock | ||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (shares) | 538,000,000 | 538,000,000 | 538,000,000 | |
Common stock, shares issued (shares) | 159,413,000 | 92,760,000 | ||
Common stock, shares outstanding (shares) | 159,413,000 | 138,728,373 | 92,760,000 | |
Class 2 Common Stock | ||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (shares) | 27,000,000 | 27,000,000 | 27,000,000 | |
Common stock, shares issued (shares) | 3,396,000 | 8,197,000 | ||
Common stock, shares outstanding (shares) | 3,396,000 | 6,537,735 | 8,197,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Subscription, transaction, and services | $ 131,574 | $ 108,569 | $ 96,460 |
Reimbursable costs | 34,831 | 37,116 | 40,008 |
Total revenues | 166,405 | 145,685 | 136,468 |
Cost of revenues: | |||
Cost of subscription, transaction, and services | 37,043 | 32,531 | 32,015 |
Cost of reimbursable costs | 34,831 | 37,116 | 40,008 |
Total cost of revenues, excluding depreciation and amortization | 71,874 | 69,647 | 72,023 |
Operating expenses: | |||
Research and development | 50,127 | 36,468 | 34,285 |
Sales and marketing | 39,624 | 23,420 | 22,098 |
General and administrative | 48,282 | 22,188 | 23,297 |
Depreciation and amortization | 5,516 | 5,624 | 5,881 |
Total operating expenses | 143,549 | 87,700 | 85,561 |
Loss from operations | (49,018) | (11,662) | (21,116) |
Interest income | 440 | 18 | 1 |
Interest expense and loss on extinguishment of debt | (2,952) | (4,661) | (1,507) |
Change in fair value of financial instruments and other expense | (9,783) | (518) | (21) |
Total other expense | (12,295) | (5,161) | (1,527) |
Loss before income taxes | (61,313) | (16,823) | (22,643) |
Income tax expense (benefit) | (113) | 204 | 160 |
Net loss | $ (61,200) | $ (17,027) | $ (22,803) |
Net loss per common share, basic (in USD per share) | $ (0.39) | $ (0.17) | $ (0.23) |
Net loss per common share, diluted (in USD per share) | $ (0.39) | $ (0.17) | $ (0.23) |
Weighted average common shares outstanding, basic (in shares) | 155,066 | 100,023 | 99,272 |
Weighted average common shares outstanding, diluted (in shares) | 155,066 | 100,023 | 99,272 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (61,200) | $ (17,027) | $ (22,803) |
Other comprehensive loss from foreign currency translation | (1,292) | 0 | 0 |
Total comprehensive loss | $ (62,492) | $ (17,027) | $ (22,803) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Class 1 Common Stock | Class 2 Common Stock | Previously Reported | Revision of Prior Period, Adjustment | Common StockClass 1 Common Stock | Common StockClass 2 Common Stock | Common StockPreviously ReportedClass 1 Common Stock | Common StockPreviously ReportedClass 2 Common Stock | Common StockRevision of Prior Period, AdjustmentClass 1 Common Stock | Common StockRevision of Prior Period, AdjustmentClass 2 Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated DeficitPreviously Reported | Accumulated DeficitRevision of Prior Period, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported |
Beginning balance (shares) at Dec. 31, 2018 | 0 | 68,383,000 | (68,383,000) | ||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 0 | $ 141,676 | $ (141,676) | ||||||||||||||||||
Ending balance (shares) at Dec. 31, 2019 | 0 | ||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 0 | ||||||||||||||||||||
Beginning balance (shares) at Dec. 31, 2018 | 89,953,000 | 8,197,000 | 29,767,000 | 0 | 60,186,000 | 8,197,000 | |||||||||||||||
Beginning balance at Dec. 31, 2018 | 34,120 | $ 1,908 | $ (107,556) | $ 141,676 | $ 9 | $ 1 | $ 5 | $ 0 | $ 4 | $ 1 | $ 141,065 | $ 8,692 | $ 132,373 | $ (106,955) | $ 1,908 | $ (116,253) | $ 9,298 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Stock-based compensation expense | 2,114 | 2,114 | |||||||||||||||||||
Issuance of common stock under stock plans (shares) | 1,467,000 | ||||||||||||||||||||
Issuance of common stock under stock plans | 1,127 | 1,127 | |||||||||||||||||||
Foreign currency translation | 0 | ||||||||||||||||||||
Net loss | (22,803) | (22,803) | |||||||||||||||||||
Ending balance (shares) at Dec. 31, 2019 | 91,420,000 | 8,197,000 | |||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 16,466 | $ 9 | $ 1 | 144,306 | (127,850) | 0 | |||||||||||||||
Ending balance (shares) at Dec. 31, 2020 | 0 | ||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Stock-based compensation expense | 3,063 | 3,063 | |||||||||||||||||||
Issuance of common stock under stock plans (shares) | 1,340,000 | ||||||||||||||||||||
Issuance of common stock under stock plans | 1,308 | 1,308 | |||||||||||||||||||
Foreign currency translation | 0 | ||||||||||||||||||||
Net loss | (17,027) | (17,027) | |||||||||||||||||||
Ending balance (shares) at Dec. 31, 2020 | 92,760,000 | 8,197,000 | 92,760,000 | 8,197,000 | |||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 3,810 | $ 9 | $ 1 | 148,677 | (144,877) | 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | ||||||||||||||||||||
Ending balance (shares) at Dec. 31, 2021 | 0 | ||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Reverse recapitalization and PIPE Financing (shares) | 44,522,000 | (1,659,000) | |||||||||||||||||||
Reverse recapitalization and PIPE financing | 329,886 | $ 5 | 329,881 | ||||||||||||||||||
Fair value of Earnout Shares | (230,995) | (230,995) | |||||||||||||||||||
Issuance and vesting of Earnout Shares (shares) | 10,204,000 | 713,000 | |||||||||||||||||||
Issuance and vesting of Earnout Shares | 237,009 | $ 1 | 237,008 | ||||||||||||||||||
Stock-based compensation expense | 26,151 | 26,151 | |||||||||||||||||||
Issuance of common stock under stock plans (shares) | 4,323,000 | ||||||||||||||||||||
Issuance of common stock under stock plans | 6,227 | 6,227 | |||||||||||||||||||
Shares issued for exercise of warrants (shares) | 3,000 | ||||||||||||||||||||
Shares issued for exercise of warrants | 38 | 38 | |||||||||||||||||||
Shares exchanged in connection with Secondary Offering (shares) | 2,028,000 | (2,028,000) | |||||||||||||||||||
Warrant Exchange (shares) | 3,746,000 | ||||||||||||||||||||
Exchange of shares (shares) | 1,827,000 | (1,827,000) | |||||||||||||||||||
Foreign currency translation | (1,292) | (1,292) | |||||||||||||||||||
Net loss | (61,200) | (61,200) | |||||||||||||||||||
Ending balance (shares) at Dec. 31, 2021 | 159,413,000 | 3,396,000 | 159,413,000 | 3,396,000 | |||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 309,634 | $ 15 | $ 1 | $ 516,987 | $ (206,077) | $ (1,292) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Reverse recapitalization and PIPE Financing (shares) | 41,492,000 | ||||||||||||||||||||
Shares exchanged in connection with Secondary Offering (shares) | 20,000,000 | ||||||||||||||||||||
Ending balance (shares) at Jan. 12, 2021 | 145,266,000 | 138,728,373 | 6,537,735 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (61,200) | $ (17,027) | $ (22,803) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 5,516 | 5,624 | 5,881 |
Provision for bad debts | 204 | 61 | 114 |
Loss on extinguishment of debt and amortization of debt discount | 2,799 | 278 | 94 |
Reduction in carrying amount of operating right-of-use assets | 2,628 | 0 | 0 |
Stock-based compensation expense | 26,151 | 3,063 | 2,114 |
Change in fair value of financial instruments and other income | 9,996 | 520 | 12 |
Deferred income taxes | (137) | 196 | 192 |
Changes in assets and liabilities: | |||
Accounts receivable | (10,420) | (3,413) | (4,783) |
Prepaid expenses | (755) | 407 | (1,321) |
Deferred implementation, commissions, and other costs | (903) | (756) | (1,464) |
Other assets (current and non-current) | 1,399 | (4,028) | (333) |
Accounts payable | 786 | (1,656) | 1,765 |
Accrued expenses and other | 12,315 | 11,962 | 6,868 |
Lease liabilities | (2,920) | 0 | 0 |
Deferred revenue | 5,805 | 4,688 | 6,005 |
Other liabilities (current and non-current) | (824) | (136) | 384 |
Net cash used in operating activities | (9,560) | (217) | (7,275) |
Cash flows from investing activities: | |||
Purchase of businesses | (56,833) | 0 | (6,335) |
Purchases of marketable securities | (45,117) | 0 | 0 |
Purchases of property and equipment | (1,633) | (1,756) | (4,317) |
Net cash used in investing activities | (103,583) | (1,756) | (10,652) |
Cash flows from financing activities: | |||
Proceeds from borrowings, net of costs | 0 | 49,554 | 24,750 |
Payments on borrowings | (44,663) | (34,921) | (6,333) |
Business Combination and PIPE financing | 349,638 | 0 | 0 |
Payments of equity issuance costs | (19,936) | 0 | 0 |
Debt extinguishment costs | (1,565) | 0 | 0 |
Change in customer funds payable | 1,617 | (202) | 3,505 |
Payments on finance leases | (228) | ||
Payments on finance leases | (261) | (276) | |
Proceeds from common stock issued | 6,742 | 1,308 | 1,127 |
Taxes paid on net share issuance of stock-based compensation | (4,490) | (524) | 0 |
Deferred acquisition payments | 0 | 0 | 0 |
Net cash provided by financing activities | 287,115 | 14,954 | 22,773 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (6) | 0 | 0 |
Net increase in cash, cash equivalents, and restricted cash | 173,966 | 12,981 | 4,846 |
Cash, cash equivalents, and restricted cash, beginning of period | 38,843 | 25,862 | 21,016 |
Cash, cash equivalents, and restricted cash, end of period | 212,809 | 38,843 | 25,862 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 135 | 4,238 | 1,266 |
Cash paid for/(received from) income taxes | 0 | (41) | 3 |
Noncash Investing & Financing Activities: | |||
Fixed assets purchased under finance leases | 31 | 6 | 210 |
Contingent consideration (Note 3) | 5,085 | 0 | 1,066 |
Deferred purchase price (Note 3) | 579 | 0 | 1,131 |
Equity issuance costs charged to additional paid-in-capital | 1,624 | 0 | 0 |
Net assets acquired in Business Combination and other | 255 | 0 | 0 |
Reclassification of stock warrant liability to equity (Note 3) | 1,433 | 0 | 0 |
Issuance and vesting of Earnout Shares (Note 3) | $ 237,008 | $ 0 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business BTRS Holdings Inc., formerly known as Factor Systems, Inc. ("Legacy Billtrust"), utilizing the trade name Billtrust (the "Company” or “Billtrust”), was incorporated on September 4, 2001 in the State of Delaware and maintains its headquarters in Lawrenceville, New Jersey, with additional domestic offices or print facilities in Colorado, Illinois, California, and international offices in Belgium, the Netherlands, and Germany. The Company provides a comprehensive suite of order-to-cash software as a service ("SaaS") solutions with integrated payments, including credit decisioning and monitoring, online ordering, invoicing, cash application and collections. In addition, Billtrust founded the Business Payments Network ("BPN") as part of its strategic relationship with VISA, Inc., which combines remittance data with business-to-business ("B2B") payments and facilitates straight-through payment processing. Billtrust primarily serves B2B companies and integrates the key areas of the order-to-cash process: credit decisioning, e-commerce solutions, invoice presentment, invoice payment, cash application, and collections workflow management, helping its clients connect with their customers and cash. Business Combination Agreement On October 18, 2020, as amended December 13, 2020, South Mountain Merger Corp., a Delaware corporation (“South Mountain”), BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mountain (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of South Mountain (“Second Merger Sub”) and the Company (“Billtrust”), entered into a Business Combination Agreement (the “BCA”), pursuant to which (i) First Merger Sub will be merged with and into Billtrust (the “First Merger”), with Billtrust surviving the First Merger as a wholly owned subsidiary of South Mountain (the “Surviving Corporation”) and (ii) as soon as reasonably practical after consummation of the First Merger, but no later than ten (10) days following consummation of the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of South Mountain (such Mergers, collectively with the other transactions described in the BCA, the “Business Combination”). In connection with the execution of the BCA, on October 18, 2020, South Mountain entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and South Mountain has agreed to sell to the PIPE Investors, an aggregate of 20,000,000 shares of South Mountain Class A Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $200.0 million, in a private placement (the “PIPE Financing”). As described in Note 3 - Business Combination & Acquisitions , the Business Combination and PIPE Financing closed on January 12, 2021 (the "BCA Closing Date"). The Business Combination was accounted for as a reverse recapitalization in accordance with the generally accepted accounting principles in the United States of America ("U.S. GAAP"). Under this method of accounting, South Mountain was treated as the “acquired” company for financial reporting purposes. For accounting purposes, Billtrust was the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of Billtrust (i.e., a capital transaction involving the issuance of stock by South Mountain for the stock of Billtrust). Accordingly, the assets, liabilities, and results of operations of Billtrust became the historical financial statements of "New Billtrust", which was renamed BTRS Holdings Inc., and South Mountain’s assets, liabilities, and results of operations were consolidated with Billtrust beginning on the BCA Closing Date. All amounts of BTRS Holdings Inc. reflect the historical amounts of Billtrust carried over at book value with no step up in basis to fair value. After the Business Combination, the Company’s Class 1 common stock (“Common Stock”) began trading on the Nasdaq Global Select Market under the ticker symbol “BTRS”. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding annual financial reporting on Form 10-K. Certain prior period amounts have been reclassified to conform to the current period presentation. Except as noted in the section titled "Retroactive Adjustments Related to Reverse Recapitalization", the accompanying Consolidated Financial Statements for periods ended prior to January 12, 2021 reflect Legacy Billtrust, which was a single entity, and its capital structure prior to the Business Combination, and do not reflect New Billtrust or South Mountain. The Company's fiscal year is the twelve-month period from January 1 through December 31 and all references to “2021”, “2020”, “2019”, and “2018” refer to the fiscal year unless otherwise noted. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of BTRS Holdings Inc. and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported, disclosure about contingent liabilities, and the reported amounts of revenues and expenses in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, leases, valuation of goodwill, intangible, other long-lived assets, and acquired assets and liabilities from acquisitions, recoverability of deferred tax assets, ongoing impairment reviews of goodwill, intangible assets, and other long-lived assets, contingent consideration, and stock-based compensation. The Company bases its estimates on historical experience, known trends, market specific information, or other relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and changes in estimates are recorded in the period in which they become known. Actual results may differ from these estimates. Foreign Currency The functional currency of the Company’s subsidiaries is their respective local currency. These subsidiary financial statements are translated to U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenues and expenses, and historical rates for equity. The effects of foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) within stockholders’ equity on the Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in change in fair value of financial instruments and other expenses on the Consolidated Statements of Operations. Foreign exchange gains and losses were not material during 2021, 2020, and 2019. Retroactive Adjustments Related to Reverse Recapitalization On May 14, 2021, the Company filed its Quarterly Report on Form 10-Q with the SEC for the three months ended March 31, 2021 and 2020, with such interim financial statements reflecting the reverse recapitalization of Billtrust (refer to the Business Combination Agreement section of Note 1 - Organization and Nature of Business and Note 3 - Business Combination & Acquisitions ) as if it had occurred as of the beginning of each period presented. As a result, in conformity with U.S. GAAP, the Company has retroactively adjusted its annual financial statements and related notes thereto, as of, and for the years ended, December 31, 2020, 2019, and 2018 to reflect the aforementioned reverse recapitalization as follows: • Within the Consolidated Balance Sheets, redeemable convertible preferred stock in mezzanine equity was converted into Class 1 and 2 common stock and classified in permanent equity. • The Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit were renamed the Consolidated Statements of Stockholders' Equity. • Within the Consolidated Statements of Stockholders' Equity: ◦ Redeemable convertible preferred stock, common stock, share activity, and per share amounts were converted to Class 1 and 2 common stock at an exchange ratio of 7.2282662 shares per share of Legacy Billtrust common stock (the “Conversion Ratio”). ◦ Preferred stock dividends and accretion of preferred stock to redemption value for the years ended December 31, 2020, 2019, and 2018 in the amounts of $8,670, $8,682, and $9,298, respectively, were reclassified from redeemable convertible preferred stock to accumulated deficit. • Within the Consolidated Statements of Operations, net loss per share and the weighted average number of shares used to compute net loss per share were adjusted based on the converted number of Class 1 and 2 common shares. • Within the Notes to Consolidated Financial Statements: ◦ The exercise price of the warrants described in Note 3 - Business Combination & Acquisitions was adjusted using the Conversion Ratio. ◦ All per share and share amounts in Note 6 - Loss Per Share were adjusted based on (1) the converted number of Class 1 and 2 common shares, and (2) the removal of the preferred stock dividends and accretion to redemption value. ◦ All stock options and related per share amounts in Note 7 - Stockholders' Equity and Stock-Based Compensation were adjusted using the Conversion Ratio. ◦ Note 9. Redeemable Preferred Stock and Stockholders’ Equity included in the previously issued financial statements was removed in its entirety. Except as otherwise noted above, the financial statements and related notes have not been adjusted from the financial statements and related notes included in Amendment No. 1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on March 24, 2021. Reclassification of Customer Funds Consistent with our 2021 presentation, to reflect our total cash position (inclusive of cash and cash equivalents, restricted cash, and customer funds), the Company revised the presentation of its Consolidated Statements of Cash Flows and related supplemental disclosure to include customer funds as a component of total cash, cash equivalents, and restricted cash, and to include changes in customer funds payable within cash flows from financing activities. The Company concluded that customer funds are considered to be generally restricted under Accounting Standards Update ("ASU") 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , and should be included within total cash, cash equivalents, and restricted cash. Additionally, based on the nature of customer funds, changes in the related payables balances should be classified as financing activities. These revisions did not have a material impact on the Company's cash flows from financing activities and had no impact on the Company's previously reported Statements of Operations, Statements of Comprehensive Loss, or Balance Sheets, including the reported amounts of cash and cash equivalents, customer funds, and customer funds payable. Consistent with historical presentation, the Company will continue to present customer funds and customer funds payable as separate line items in its Consolidated Balance Sheets. Prior period amounts have been revised to conform to the current period presentation and future filings will include the revised presentation. The following tables present the effect of the change in presentation to the previously reported line items on the Statements of Cash Flows for each period indicated: Year Ended December 31, 2020 Year Ended December 31, 2019 As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Cash flows from financing activities: Change in customer funds payable $ — $ (202) $ (202) $ — $ 3,505 $ 3,505 Net cash provided by financing activities 15,156 (202) 14,954 19,268 3,505 22,773 Net increase in cash, cash equivalents, and restricted cash 13,183 (202) 12,981 1,341 3,505 4,846 Cash, cash equivalents, and restricted cash, beginning of period 4,736 21,126 25,862 3,395 17,621 21,016 Cash, cash equivalents, and restricted cash, end of period $ 17,919 $ 20,924 $ 38,843 $ 4,736 $ 21,126 $ 25,862 Reclassification of Restricted Cash During 2021, the Consolidated Balance Sheets were updated to remove restricted cash as a standalone line item and combine it with other current assets or other assets. Prior periods have been reclassified to conform to the current period presentation, which resulted in approximately $3.3 million of restricted cash being reclassified into other current assets for the year ended December 31, 2020. The reclassification had no impact on the amount of total current assets or total assets previously reported. Liquidity For the year ended December 31, 2021, the Company incurred a net loss of $61.2 million and used cash in operations of $9.6 million. As of December 31, 2021, the Company had cash and cash equivalents of $187.7 million, marketable securities of $45.1 million, and an accumulated deficit of $206.1 million. Based on the Company’s business plan, existing cash, cash equivalents, and marketable securities, including the reduction in cash to acquire Order2Cash on February 14, 2022 and any additional consideration payable (refer to Note 19 - Subsequent Events ), the Company expects to satisfy its working capital requirements for at least the next 12 months after the date that these Consolidated Financial Statements are issued. COVID-19 The COVID-19 pandemic has resulted in government authorities and businesses throughout the world implementing numerous measures intended to contain and limit the spread of COVID-19, including travel restrictions, border closures, quarantines, shelter-in-place and lock-down orders, mask and social distancing requirements, and business limitations and shutdowns. Since the start of the pandemic, the Company has continued to operate despite the disruption to some of our customer's operations. The pandemic has served to increase awareness and urgency around accelerating the digital transformation of accounts receivable through the Company's platform and offerings. While this helped avoid significant business, bookings, or revenue disruptions thus far, during the second quarter of 2020, the pandemic did cause a decrease in the Company's transaction revenues from certain customers. This was a result of the pandemic's broader economic impact on some companies in heavily transaction-based industries and the related slowing of their business activity. These revenues rebounded in the second half of 2020. Throughout 2021, the Company remained focused on investing in its products and supporting its long-term growth, including global expansion. Additionally, shifts from in-person buying and traditional payment methods (such as cash or check) towards e-commerce and digital payments, and the related increase in consumer and B2B demand for safer payment and delivery solutions, have benefited the Company as it has further ingrained Billtrust’s platform in its customers’ critical day-to-day order-to-cash operations. The impact of the pandemic in 2021 was not significant, as evidenced by the growth in revenues across the Company’s subscription and transactional offerings. The COVID-19 pandemic has caused the Company to modify its business practices, such as enabling and encouraging our workforce to work from anywhere, establishing strict health and safety protocols in the Company’s offices, restricting physical participation in meetings, events and conferences, and reducing employee travel. The Company continues to actively monitor the situation and may take further actions as may be required by government authorities or that it determines are in the best interests of our employees, customers, and partners. The Company is unable to predict the full impact the COVID-19 pandemic will have on its future results of operations, liquidity, financial condition, and business practices due to numerous uncertainties, including the duration, severity, and spread of the virus, actions that may be taken by government authorities, the impact to our employees, customers, and partners, and various other factors beyond our knowledge or control. Accounting Pronouncements Issued and Adopted Based on the closing share price and the market value of the Company's common stock held by non-affiliates as of June 30, 2021, the Company was deemed to be a large accelerated filer as of December 31, 2021. As a result, the Company no longer qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act (“JOBS Act”). The previous EGC status allowed the Company an extended transition period to adopt new or revised accounting pronouncements until such pronouncements were applicable to private companies. The effect of the loss of ECG status and impact on the adoption of new accounting pronouncements that the Company previously elected to use the extended transition period for is discussed further below. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 Leases (Topic 842) , with subsequent ASUs issued to clarify certain aspects of the guidance and to provide certain practical expedients that entities can elect upon adoption (collectively, "Topic 842"). Topic 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The standard requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and a corresponding right-of-use ("ROU") asset. It also changes the definition and classification of a lease, with the classification affecting the pattern of expense recognition, and expands the qualitative and quantitative disclosure requirements of lease arrangements. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 842 retroactively to January 1, 2021. The Company adopted the standard utilizing the modified retrospective method in which comparative periods are not adjusted. Adoption of the standard resulted in the recognition of operating lease ROU assets of $29.3 million and operating lease liabilities of $36.7 million on January 1, 2021. The difference of $7.4 million between the operating lease ROU assets and operating lease liabilities relates to deferred rent and lease incentives that were included on our Consolidated Balance Sheets prior to the adoption of Topic 842. This amount was eliminated upon adoption of the standard and was recorded as a reduction to the gross operating lease ROU assets. Additionally, upon adoption, there were no significant changes in the carrying values of assets and liabilities related to the Company’s finance leases, which were referred to as capital leases under the prior guidance. The Company elected the package of practical expedients, including the related disclosure requirements, that permits the use of historical lease classification and accounting under the previous guidance for all leases that existed as of the adoption date. Additionally, the Company elected to exempt all leases with a lease term upon commencement of 12 months or less from recognition of ROU assets and lease liabilities, and elected not to separate lease and non-lease components within its leases. In June 2016, the FASB issued ASU 2016-13, Financial Instrume nts - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments , with subsequent ASU's issued that clarify the guidance (collectively, "Topic 326"). Topic 326 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" using a forward-looking approach and to record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. Topic 326 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 326 retroactively to January 1, 2021. The Company adopted the standard using the modified retrospective method in which prior periods are not adjusted and the cumulative effect of applying the standard is recorded at the date of initial application. The Company was not required to record a cumulative effect adjustment as a result of adopting the standard. The allowance for expected credit losses on accounts receivable as of the year ended December 31, 2021 is $0.3 million. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies various aspects related to accounting for income taxes. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 740 retroactively to January 1, 2021. The adoption of this standard did not have an impact on the Company’s financial position or results of operations. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill in the amount by which the carrying amount of a reporting unit exceeds its fair value. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 350 retroactively to January 1, 2021. The adoption of this standard did not have an impact on the Company’s financial position or results of operations. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) . The amendments in this ASU require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted. The Company has chosen to early adopt the standard as of January 1, 2021. Adoption of the standard was applied to the Company’s acquisition of iController BV in October 2021 (refer to Note 3 - Business Combination & Acquisitions ) and was the Company’s only acquisition in 2021. On January 1, 2021, the Company adopted ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, amounts recorded as a reduction in transaction price are based on the grant-date fair value of share-based payment awards. The adoption of this standard did not have an impact on the Company’s financial position or results of operations. On January 1, 2021, the Company adopted ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , using the prospective method. The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this standard did not have an impact on the Company’s financial position or results of operations. On January 1, 2020, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The ASU amends ASC 230 to add and clarify guidance on the classification and presentation of restricted cash on the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. The standard also requires a company to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with U.S. GAAP. Additionally, changes in restricted cash and restricted cash equivalents that results from transfers between cash, cash equivalents, restricted cash, and restricted cash equivalents are not to be presented as cash flow activities on the statement of cash flows. Changes required upon adoption are included in subsequent sections of Note 2 - Significant Accounting Policies and did not impact on the Company’s financial position or results of operations. On January 1, 2020, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity must apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606, Revenue from Contracts with Customers . The adoption of this standard did not have a material impact on the Company’s financial position or results of operations. On January 1, 2020, the Company adopted the guidance in ASU 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The new standard modifies fair value measurements under Topic 820, Fair Value Measurement, including changes to transfers between fair value levels, and Level 3 fair value measurements. Changes required upon adoption are included in Note 13 - Fair Value Measurements and did not impact the Company’s financial position or results of operations. Fair Value Measurements The carrying amounts reflected on the Consolidated Balance Sheets for cash, restricted cash, accounts receivable, customer funds, other current assets, other assets, accounts payable, accrued expenses, other current liabilities (excluding contingent consideration), and customer postage deposits approximate their fair value due to their short-term maturities. Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents, marketable securities, and contingent consideration. The fair values of these financial assets and liabilities have been classified as Level 1, 2, or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs, other than Level 1 inputs, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs for which there is little or no market data, requiring the Company to develop its own estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash equivalents consist primarily of money market funds. Marketable Securities The Company’s marketable securities consist of certificates of deposit with a financial institution and mature within twelve months or less. The Company determines the classification of its marketable securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As the Company views its marketable securities as available to support its current operations and does not have the intent to hold the securities to maturity, it has classified them as available-for-sale. All marketable securities are recorded at their fair value (refer to Note 13 - Fair Value Measurements ) with any unrealized gains or losses, except those related to credit losses, recorded in accumulated other comprehensive income (loss). There were no unrealized gains or losses during the year ended December 31, 2021. Realized gains and losses, including interest earned, are recorded in interest income on the Consolidated Statements of Operations and were not material for the year ended December 31, 2021. Marketable securities are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates a security for impairment by considering the length of time and extent to which its market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer, specific events or circumstances that may influence the operations of the issuer, and the Company’s intent to sell the security, or the likelihood that it will be required to sell the security, before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new costs basis is established. The Company did not record any impairments during the year ended December 31, 2021. Presentation of Restricted Cash The following table summarizes the period ending cash and cash equivalents from the Company's Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands): As of December 31, 2021 2020 Cash and cash equivalents $ 187,672 $ 14,642 Customer funds 22,541 20,924 Restricted cash (1) 2,596 3,277 Total cash, cash equivalents, and restricted cash $ 212,809 $ 38,843 (1) Restricted cash consists of collateral for letters of credit issued by a bank in an equivalent amount, as required for certain leased office space. At December 31, 2021 restricted cash is included in other assets on the Consolidated Balance Sheets. At December 31, 2020 restricted cash is included in other current assets on the Consolidated Balance Sheets. The short-term or long-term classification is determined in accordance with the expiration of the underlying letters of credit. Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to 3 days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is recorded as customer funds payable on the Consolidated Balance Sheets. Customer Postage Deposits The Company requires its print customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability on the Consolidated Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. Concentrations of Credit Risk The financial instruments that potentially subject the Company to concentrations of credit risk are cash, cash equivalents, marketable securities, restricted cash, accounts receivable, and customer funds. The Company maintains its deposits of cash and cash equivalent balances, restricted cash, and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash, and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported on the accompanying Consolidated Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising its customer base. Ongoing credit evaluations are performed, with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations, historic experience, and expectations of forward-looking loss estimates. Such losses, in the aggregate, have not exceeded management’s expectations. As of December 31, 2021 and 2020, the allowances for uncollectible accounts were $0.3 million and $0.2 million, respectively. For the years ended December 31, 2021, 2020 and 2019, there were no customers that individually accounted for 10% or greater of revenues or accounts receivable. Business Combination and Acquisitions The Company accounts for business combinations and acquisitions in accordance with the acquisition method of accounting under the provisions of ASC 805, Business Combinations (“Topic 805”). Topic 805 requires the Company to record the identifiable assets acquired, including intangible assets, and liabilities assumed based on their estimated fair values at their acquisition date. Any excess consideration transferred over the estimated fair value of the net assets acquired is recorded as goodwill. The determination of the fair values of the assets acquired and liabilities assumed involves judgment in selecting inputs used in a valuation methodology, including expected future cash flows, future changes in technology, estimated replacement costs, covenants not to compete, acquired developed technologies, discount rates, and assumptions about the period of time the acquired brand will continue to be used in the Company’s product portfolio. Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Accordingly, actual results may differ from these estimates. As a result, during the measurement period after an acquisition, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded on the Consolidated Statements of Operations. Direct acquisition related expenses and post-acquisition integration costs are recognized separately from an acquisition and are expensed as incurred. Goodwill Goodwill represents the amount an acquisition’s purchase price exceeds the fair value of the assets acquired, including identifiable intangible assets, and liabilities assumed. Goodwill is not amortized; however it is required to be tested for impairment annually at the reporting unit level. Testing for impairment is also required on an interim basis if an event of circumstance indicates it is more likely than not that an impairment loss has been incurred. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company has determined it has two reporting units. Absent an event that indicates a specific impairment may exist, the |
Business Combination & Acquisit
Business Combination & Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Business Combination & Acquisitions | Note 3 - Business Combination & Acquisitions Closing of Business Combination, Accounted for as a Reverse Recapitalization On January 12, 2021, Billtrust consummated the previously announced Business Combination pursuant to the Agreement dated October 18, 2020 and amended as of December 13, 2020. As a result of the Agreement, Billtrust stockholders received aggregate consideration with a value equal to approximately $1,190.0 million, which consists of: i. Approximately $90.1 million in cash to certain Billtrust shareholders who elected to receive cash for shares of Billtrust common stock at closing of the Business Combination, accounted for as a reverse recapitalization; and ii. Approximately $1,099.0 million in South Mountain Class A and Class C common stock at closing of the Business Combination, accounted for as a reverse recapitalization, or 109,944,090 shares (including 15,175,967 shares issuable pursuant to outstanding vested and unvested options from the 2003 and 2014 Plans), converted at an exchange ratio of 7.2282662 shares per share of Legacy Billtrust common stock based on an assumed share price of $10.00 per share. As of the completion of the Business Combination, accounted for as a reverse recapitalization, on January 12, 2021, the merged companies, BTRS Holdings Inc. and subsidiaries, had the following outstanding securities: i. 138,728,373 shares of Class 1 common stock, including 2,375,000 shares to prior South Mountain shareholders that are subject to the vesting and forfeiture provisions based upon the same share price targets described below in the First Earnout and Second Earnout. During the first quarter of 2021, all of these shares vested; ii. 6,537,735 shares of Class 2 common stock; and iii. 12,500,000 warrants, each exercisable for one share of Class 1 common stock at a price of $11.50 per share (the "Public Warrants", refer to Note 7 - Stockholders' Equity and Stock-Based Compensation ). In connection with the Merger: i. Each issued and outstanding South Mountain Class A and Class B share was converted into one share of Class 1 common stock of the Company; and ii. All 6,954,500 private placement warrants of South Mountain were cancelled and are no longer outstanding. Immediately prior to the Closing, each issued and outstanding share of Legacy Billtrust preferred stock converted into equal shares of Legacy Billtrust common stock. At the closing of the Business Combination, each stockholder of Legacy Billtrust received 7.2282662 shares of the Company’s Common Stock, par value $0.0001 per share, for each share of Legacy Billtrust common stock, par value $0.001 per share, that such stockholder owned, except for one investor who requested to receive shares of Class 2 common stock, which is the same in all respects as Common Stock except it does not have voting rights. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 575,000,000 shares, of which 538,000,000 shares were designated Common Stock, $0.0001 par value per share; 27,000,000 shares were designated Class 2 common stock, $0.0001 par value per share; and 10,000,000 shares were designated preferred stock, $0.0001 par value per share. Concurrently with the completion of the Business Combination, on the BCA Closing Date 20,000,000 new shares of Common Stock were issued (such purchases, the “PIPE”) for an aggregate purchase price of $200.0 million. In connection with the Business Combination, 9,005,863 shares of Common Stock were repurchased for cash from Legacy Billtrust shareholders (after conversion) at a price of $10.00 per share. Additionally, in connection with a previous loan agreement from July 2014, the Company issued a lender a warrant to purchase shares of the Company’s stock at an exercise price of $1.91 per share. The Company accounted this warrant as derivative instrument in accordance with ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity . The derivative liability was initially measured at fair value on the contract date and subsequently re-measured to fair value at each reporting date (see Note 13 - Fair Value Measurements for further discussion). In connection with the Business Combination, the warrant was exercised and converted into 85,004 shares of Common Stock. The following table reconciles the elements of the Business Combination, accounted for as a reverse recapitalization, to the Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders' Equity for the year ended December 31, 2021 (in thousands): Reverse Recapitalization Cash - South Mountain (net of redemptions and non-contingent expenses) $ 240,670 Cash - PIPE investors 200,000 Cash electing shares of Legacy Billtrust shareholders (90,061) Fees to underwriters and other transaction costs (19,936) Net cash received from reverse recapitalization 330,673 Net assets acquired and other adjustments 255 Net contributions from reverse recapitalization $ 330,928 The number of shares of Class 1 and Class 2 common stock of BTRS Holdings Inc. issued immediately following the consummation of the Business Combination, accounted for as a reverse recapitalization, is summarized as follows (in thousands): Number of Shares Common stock outstanding prior to Business Combination 25,000 South Mountain founder shares 5,500 Redemption of South Mountain shares (2) Common stock of South Mountain 30,498 Shares issued from PIPE 20,000 Legacy Billtrust shareholders' shares purchased for cash (9,006) Recapitalization shares 41,492 Legacy Billtrust stockholders' shares 103,774 Total Shares 145,266 Merger Earnout Consideration Following the closing of the Merger, holders of Billtrust common stock (including all redeemable preferred shareholders whose shares were converted into common stock at the closing of the Merger) and holders of stock options and restricted stock pursuant to the 2003 Plan and the 2014 Plan (as defined in the Business Combination Agreement) had the contingent right to receive, in the aggregate, up to 12,000,000 shares of Common Stock if, from the closing of the Merger until the fifth anniversary thereof, the average closing price of BTRS Holdings Inc. Common Stock exceeds certain thresholds. The first issuance of 6,000,000 earnout shares is based on the volume-weighted average price of Common Stock exceeding $12.50 for any 20 trading days within any 30 trading day period (the “First Earnout”). The second issuance of 6,000,000 earnout shares is based on the volume weighted average price of Common Stock exceeding $15.00 for any 20 trading days within any 30 trading day period (the “Second Earnout” and together with the First Earnout, the "Earnout Shares"). Subsequent to the closing of the Merger and in the first quarter of 2021, 10,917,736 shares of Class 1 and Class 2 common stock were issued associated with attainment of the First Earnout and the Second Earnout thresholds. The difference in the Earnout Shares issued and the aggregate amounts defined in the Merger Agreement was primarily due to 836,208 unissued shares reserved for future issuance to holders of unvested options in the form of restricted stock units (the "Earnout RSUs"), which are subject to the same vesting terms and conditions as the underlying unvested stock options, and are not replacement awards. Additionally, 246,056 shares of Common Stock were withheld from employees to satisfy the mandatory tax withholding requirements, for which the company remitted cash of $4.0 million to the appropriate tax authorities. As of the BCA Closing Date, the prior holders of South Mountain stock agreed that of their existing issued and outstanding shares of Common Stock, 2,375,000 shares would be subject to vesting conditions based upon the same price milestones in the First Earnout (1,187,500 shares) and Second Earnout (1,187,500 shares) as discussed above ("Sponsor Vesting Shares"). The Company determined that the Earnout Shares issued to non-employee shareholders and to holders of BTRS Holdings Inc. Common Stock, vested options from the 2003 Plan and 2014 Plan, and the Sponsor Vesting Shares do not meet the criteria for equity classification under Accounting Standards Codification ("ASC") 815-40. Accordingly, these shares are required to be classified as a liability and recorded at their fair values, with the remeasurement of their fair values at each reporting period recorded in earnings. Upon closing of the Business Combination, the fair value of the shares was determined using a Monte Carlo simulation (using the same assumptions as Earnout RSUs discussed below), resulting in a fair value of $16.80 per share. The shares were remeasured at their fair values through the dates the First Earnout and Second Earnout were achieved in the first quarter of 2021. The liability associated with the Earnout Shares delivered to the equity holders and the Vesting Shares that vested upon achievement of the First Earnout and Second Earnout during the first quarter of 2021 were then reclassified to equity as shares issued, with the appropriate allocation to Common Stock at par value and additional paid-in capital. The following table is a reconciliation of the liability balance at the BCA Closing Date and the changes therein for the year ended December 31, 2021 (in thousands): Earnout Shares Sponsor Vesting Shares Total Fair value on BCA Closing Date $ 191,095 $ 39,900 $ 230,995 Fair value adjustment (1) 8,246 1,780 10,026 Amount paid for tax withholding (4,013) — (4,013) Amount reclassified to equity (195,328) (41,680) (237,008) Ending balance, December 31, 2021 $ — $ — $ — (1) Included in change in fair value of financial instruments and other income on the Consolidated Statements of Operations. Earnout RSUs issued based on the amount of the unvested options are recognized in earnings as stock-based compensation expense under ASC 718. The fair value of the Earnout RSUs was determined using a Monte Carlo simulation, including the stock price on the BCA Closing Date of $16.80, a risk free rate of 0.5%, and a volatility rate of 42% . Offering Costs In accordance with ASC 340-10-S99-1, offering costs, consisting primarily of underwriters fees and professional, printing, filing, regulatory, and other costs, were charged to additional paid-in capital upon completion of the Business Combination. As of December 31, 2020, of $2.8 million of these costs were accrued and deferred in other assets on the Consolidated Balance Sheets. Acquisition of iController BV On October 7, 2021, Billtrust acquired 100% of the outstanding shares of iController BV ("iController"), a privately-held company based in Ghent, Belgium and Amsterdam, The Netherlands. iController is a business-to-business provider of SaaS intelligent solutions for collections management. Their SaaS offerings enable a wide range of users, from credit and collections managers to chief financial officers, to see payment and collections information and communication in real time, providing visibility into cash flow management. The acquisition is part of Billtrust's strategic plan to expand its physical presence in the European market while enhancing its global collections capabilities. The acquisition of iController was determined to be an acquisition of a business under the provisions of ASC 805, Business Combinations . Pursuant to the terms of the purchase agreement, the Company paid an initial amount of $57.0 million in cash at closing, which was subject to a closing working capital adjustment and typical indemnity provisions from the seller. Total Consideration Transferred The following table summarizes the fair value of the aggregate consideration paid for iController (in thousands): Cash paid at close (1) $ 57,020 Contingent consideration (2) 5,085 Deferred purchase price (3) 579 Total purchase consideration $ 62,684 (1) The cash paid at close represents the gross contractual amounts paid. Net cash paid, which accounts for cash acquired of $0.2 million, was $56.8 million and is reflected as an investing activity on the Consolidated Statements of Cash Flows. (2) The acquisition of iController included contingent cash consideration to be paid to the seller based on the amount and timing of iController’s achievement of certain recurring revenue growth targets over a three year period subsequent to the acquisition date. The fair value of this contingent consideration on the closing date was $5.1 million, which is recognized as purchase price. Refer to Note 13 - Fair Value Measurements for further information. (3) The deferred purchase price was payable upon completion of certain conditions, which were achieved in January 2022 and subsequently paid. Preliminary Allocation of Purchase Price The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of iController (in thousands): Assets: Cash and cash equivalents $ 187 Accounts receivable 1,217 Property and equipment 439 Operating lease right-of-use assets 651 Goodwill (1) 52,386 Intangible assets (2) 17,385 Other assets (current and noncurrent) 76 Total Assets $ 72,341 Liabilities: Accounts payable $ 524 Accrued expenses and other current liabilities 641 Operating lease liabilities, net of current portion 917 Deferred revenue 3,775 Deferred taxes 3,800 Total Liabilities 9,657 Net assets acquired $ 62,684 (1) Goodwill represents the expected revenue synergies from combining iController with Billtrust, as well as the value of the acquired workforce. The goodwill is not expected to be deductible for income tax purposes. (2) All of the intangible assets are finite lived. The determination of the fair value of the finite-lived intangible assets required management judgment and the consideration of a number of factors. The Company relied on income, market, and replacement cost valuation methodologies, which included estimates related to projected cash flows related to each asset, discount rates, useful lives of each asset, and published industry benchmark data. Based on the valuation, the intangible assets acquired were (in thousands): Fair Value Useful Life Customer relationships $ 14,256 15 Developed technology 2,202 6 Trade names 927 6 Total intangible assets $ 17,385 The weighted average amortization period of all the acquired intangible assets is 13.4 years. Due to the timing of the acquisition in the fourth quarter of 2021, the purchase price allocation is preliminary with respect to the valuation of acquired assets, liabilities assumed (including income taxes), intangible assets, and goodwill. The Company continues to obtain the information to complete the purchase price allocation and will record adjustments, if any, during the 12 month measurement period. The operating results of iController have been included in the Company’s financial statements since the acquisition date and are not material to the Company’s consolidated financial results. iController’s operating results and the goodwill resulting from the acquisition are reported in the Company’s Software and Payments segment. The Company recognized $0.7 million of acquisition costs during the year ended December 31, 2021 related to the iController acquisition. The costs primarily consisted of legal, accounting, and tax professional fees and are included in general and administrative expenses on the Consolidated Statements of Operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4 - Goodwill and Intangible Assets Goodwill All of the Company’s goodwill is allocated to its Software and Payments segment. A summary of goodwill and the changes in it carrying amount is shown in the following table (in thousands): Consolidated Goodwill Balance at January 1, 2021 (1) $ 36,956 Addition from acquisition (2) 52,386 Translation adjustments (1,194) Balance at December 31, 2021 $ 88,148 (1) The carrying value of goodwill as of December 31, 2020 was unchanged from the prior year. (2) The entire increase is related to the acquisition of iController (refer to Note 3 - Business Combination & Acquisitions ). Finite-Lived Intangible Assets The gross carrying values, accumulated amortization, and net carrying values (reduced for fully amortized intangibles) of finite-lived intangible assets as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Value Customer relationships $ 23,621 $ (3,524) $ 20,097 Non-compete agreements 1,430 (917) 513 Trademarks and trade names 1,066 (111) 955 Technology 3,692 (918) 2,774 Total $ 29,809 $ (5,470) $ 24,339 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Value Customer relationships $ 16,350 $ (8,698) $ 7,652 Non-compete agreements 1,460 (660) 800 Trademarks and trade names 160 (47) 113 Technology 1,540 (571) 969 Total $ 19,510 $ (9,976) $ 9,534 Amortization expense for finite-lived intangible assets was $2.2 million for both the years ended December 31, 2021, and 2020, and $3.2 million for the year ended December 31, 2019. Estimated amortization expense for each of the next five years and thereafter is as follows (in thousands): 2022 $ 2,707 2023 2,613 2024 2,369 2025 2,176 2026 2,138 Thereafter 12,336 Total $ 24,339 |
Revenue and Related Matters
Revenue and Related Matters | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Related Matters | Note 5 - Revenue and Related Matters Disaggregated Revenue The Company disaggregates revenue as set forth in the following table (in thousands): Year Ended December 31, Revenues by Type: 2021 2020 2019 Subscription and transaction fees $ 121,321 $ 99,609 $ 89,476 Services and other 10,253 8,960 6,984 Subscription, transaction, and services $ 131,574 $ 108,569 $ 96,460 Deferred Revenue Deferred revenue consists primarily of implementation fees for new customers or new services and fees received to store customers’ billing data. The acquisition of iController (refer to Note 3 - Business Combination & Acquisitions ) resulted in an increase to deferred revenue and accounts receivable of $3.8 million and $1.2 million, respectively as of the closing date. During the years ended December 31, 2021 and 2020, the Company recognized approximately $18.5 million and $11.9 million of revenue, respectively, related to its deferred revenue balance at the beginning of each such period. To determine revenue recognized in each period, the Company first allocates revenue to the deferred revenue balance outstanding at the beginning of each period, until the revenue equals that balance. The amount of revenue recognized in the year ended December 31, 2021 included $2.5 million in the first quarter of 2021 related to the acceleration of previously paid and deferred revenue from a customer that terminated its contract in the first quarter of 2021. Remaining Performance Obligations As of December 31, 2021, the Company had approximately $37.7 million of remaining performance obligations, primarily from multi-year contracts for the Company's services, which includes both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize revenue for approximately 96% of this amount during the next 36 months, and the remainder thereafter. To determine the amount of remaining performance obligations, the Company applies the practical expedient that allows for the exclusion of (1) amounts from contracts with an original expected duration of one year or less, and (2) variable consideration allocated to unsatisfied performance obligations for which variable consideration is 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. Deferred Commissions and Implementation Costs The current and non-current portions of deferred implementation and commission costs on the Consolidated Balance Sheets were as follows (in thousands): As of December 31, 2021 2020 Current portion of deferred costs: Deferred commissions, current $ 2,997 $ 2,431 Deferred implementation costs, current 2,063 2,287 Deferred implementation and commission costs, current portion $ 5,060 $ 4,718 Non-current portion of deferred costs: Deferred commissions, net of current portion $ 6,392 $ 5,233 Deferred implementation costs, net of current portion 2,846 3,444 Deferred implementation and commission costs, net of current portion $ 9,238 $ 8,677 Amortization of commissions was $2.6 million, $2.1 million, $1.7 million during the years ended December 31, 2021, 2020, and 2019. Amortization of implementation costs was $3.4 million, $5.8 million, $6.1 million during the years ended December 31, 2021, 2020, and 2019. The Company evaluates the recoverability of deferred commissions and deferred implementation costs at each balance sheet date and there were no impairments recorded during the years ended December 31, 2021, 2020, and 2019. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 6 - Loss Per Share The following table presents the computation of the basic and diluted net loss per share attributable to the Class 1 and Class 2 common stockholders (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (61,200) $ (17,027) $ (22,803) Denominator: Weighted-average common shares outstanding 155,066 100,023 99,272 Net loss per share attributable to common stockholders, basic and diluted $ (0.39) $ (0.17) $ (0.23) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be antidilutive, were as follows based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents (in thousands): Year Ended December 31, 2021 2020 2019 Stock options 20,025 16,170 11,653 Restricted stock units 660 — — Series C Warrants — 105 105 20,685 16,275 11,758 |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity and Stock-Based Compensation | Note 7 - Stockholders' Equity and Stock-Based Compensation Public Warrants In connection with the Business Combination (refer to Note 3 - Business Combination & Acquisitions ), Billtrust assumed the Public Warrants that had previously been issued by South Mountain. The Public Warrants could only be exercised for a whole number of shares of Common Stock at a price of $11.50 per share. No fractional warrants could be issued upon separation of the units and only whole warrants would trade. Following the closing of the Business Combination, the Company filed a registration statement with the SEC that was declared effective in February 2021 covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants and to maintain a current prospectus until the Public Warrants expired or were redeemed. The Public Warrants were set to expire five years after the completion of a business combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company could redeem them as follows: i. In whole and not in part; ii. At a price of $0.01 per warrant; iii. Upon a minimum of 30 days’ prior written notice of redemption; and iv. If, and only if, the reported last sale price of the Company’s Common Stock equaled or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company determined the Public Warrants met the definition of a derivative as they were indexed to the Company’s Common Stock pursuant to ASC 815-40-15-7 and met all other criteria for equity classification pursuant to ASC 815-40. Therefore as of the BCA Closing Date, the Public Warrants were accounted for within stockholders' equity as a component of additional paid-in-capital on the Consolidated Balance Sheets. As part of this assessment, it was concluded only events that would constitute a fundamental change of ownership could require the Company to settle the warrants for cash. Warrant Exchange On November 18, 2021, the Company commenced a tender offer (the “Warrant Offer”) to each holder of its outstanding Public Warrants the opportunity to exchange their warrants for shares of the Company’s Common Stock, par value $0.0001 per share. Each holder was set to receive 0.30 shares of Common Stock in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the terms of the Warrant Offer. Concurrently with the Warrant Offer, the Company solicited consents from holders of the Public Warrants to amend the Warrant Agreement (“Warrant Amendment”) dated June 19, 2019 to permit the Company to require that each Public Warrant outstanding upon the closing of the Warrant Offer be converted into 0.27 shares of Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Warrant Offer. Pursuant to the terms of the Warrant Agreement, amendment required the written consent of at least 50% of the holders of the Public Warrants. On December 17, 2021, the Company concluded the Warrant Offer with approximately 99.2% of the outstanding Public Warrants validly tendered and not withdrawn in the Warrant Offer. Additionally, the Company received the approval of approximately 99.2% of the outstanding Public Warrants for the Warrant Amendment. Accordingly, the Company exchanged all outstanding Public Warrants and issued 3,745,628 shares of its Common Stock. All warrants were exchanged as of December 31, 2021 and as a result, Nasdaq halted trading in the Public Warrants and subsequently agreed with the Company to delist them as none remained outstanding. The Company incurred $2.2 million of costs directly related to the Warrant Exchange, consisting primarily of underwriters fees and professional, legal, printing, filing, regulatory, and other costs. The costs were recorded in general and administrative expenses on the Consolidated Statements of Operations as the transactions did not generate any proceeds to the Company and therefore the costs did not qualify to be deferred or charged to additional paid-in-capital under ASC 340-10-S99-1. Common Stock Each share of Common Stock has the right to one vote. The holders of the Common Stock are also entitled to receive dividends whenever funds are legally available and if/when declared by the Board of Directors. No dividends have been declared or paid since inception. Each share of Class 2 common stock is the same in all respects as Common Stock, except it does not have voting rights. Preferred Stock As of December 31, 2021, the Board of Directors had authorized 10,000,000 shares of preferred stock, par value $0.0001, of which no shares were issued and outstanding. Equity Incentive Plans As part of the Business Combination (refer to Note 3 - Business Combination & Acquisitions ), the Company adopted the 2020 Equity Incentive Plan (the "2020 Plan") and 2020 Employee Stock Purchase Plan (the "2020 ESPP"). These plans are administered by the Board of Directors, which has the authority to designate participants and determine the number and type of awards to be granted and any other terms or conditions of the awards. Awards eligible to be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards. At adoption, the Board of Directors authorized up to 14,526,237 shares of Common Stock to be granted pursuant to the 2020 Plan and 1,452,623 shares of Common Stock to be issued pursuant to the 2020 ESPP. As of December 31, 2021, the number of shares authorized had not changed. Such aggregate number of shares automatically increase on January 1 of each year, for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to four percent (for the 2020 Plan) and one percent (for the 2020 ESPP) of the total number of shares of the Company’s Class 1 and Class 2 common stock outstanding on December 31 of the preceding year. The Board of Directors may act prior to January 1st of a given year to restrict the increase for such year to a lesser number of shares. In connection with adopting the 2020 Plan and 2020 ESPP, the 2003 Stock Incentive Plan and the 2014 Incentive Compensation Plan (together, the "Prior Plans") were frozen and no further grants can be made pursuant to the Prior Plans. All outstanding options under the Prior Plans were converted to options of the Company using the Conversion Rate applied to the number of options and original exercise price. The converted options continue to vest based upon their original terms. Stock Options Stock option activity for the year ended December 31, 2021 is presented below (in thousands, except per share and contractual life amounts): Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 16,170 $ 2.69 Granted 8,599 16.49 Exercised (3,957) 1.52 Forfeited (787) 11.33 Outstanding at December 31, 2021 20,025 $ 8.51 7.8 $ 60,223 Vested and expected to vest at December 31, 2021 17,572 $ 7.92 7.7 $ 57,115 Exercisable at December 31, 2021 8,534 $ 4.63 6.6 $ 39,718 The total intrinsic value of options of exercised options during the year ended December 31, 2021, 2020, and 2019 was $46.0 million, $7.8 million, and $3.4 million, respectively. Restricted Stock Units Restricted stock units ("RSUs") represent the right to receive one share of Billtrust Common Stock upon meeting the vesting conditions. Shares are delivered to the grantee upon vesting, less shares for the payment of withholding taxes. The fair value of RSUs is determined based on the Common Stock closing price on the grant date. Restricted stock unit activity for the year ended December 31, 2021 is presented below (in thousands, except per share amounts): Number of Weighted-Average Grant Unvested at December 31, 2020 — $ — Granted (1) 986 15.53 Vested (301) 16.43 Forfeited (2) (72) 16.80 Unvested at December 31, 2021 613 $ 15.08 (1) No RSUs were granted prior to the Business Combination. 836,208 of the granted shares represent the Earnout RSUs issued as part of the Business Combination (refer to Note 3 - Business Combination & Acquisitions for further discussion). (2) Includes 47,240 shares of Common Stock withheld from employees to satisfy the mandatory tax withholding requirements, for which the Company remitted cash of $0.5 million to the appropriate tax authorities. Employee Stock Purchase Plan ("ESPP") Under the terms of the 2020 ESPP, on May 26, 2021, the Board of Directors approved the Company's ESPP offering program. With certain limitations, all Billtrust employees whose customary employment is more than 20 hours per week are eligible to participate in the ESPP. The initial offering period, which consists of one purchase period, commenced on July 1, 2021 and will run through November 30, 2021. Thereafter, each offering period will run for approximately six months, consisting of a single six month purchase period commencing on each successive June 1 and December 1. At the end of each purchase period, employee payroll contributions are used to purchase shares of the Company's Common Stock. Employees can elect to have up to 15% of their eligible compensation withheld for the purpose of purchasing shares under the ESPP. During an offering period, employees may decrease their contributions to, or withdraw from, the ESPP by the 20th day of the month in which the purchase period ends, and receive a refund of their accumulated payroll contributions. During each purchase period, the maximum number of shares of Common Stock that may be purchased by an employee is limited to the number of shares equal to $12,500 divided by the Common Stock closing price on the first day of a purchase period. The number of shares purchased on any single date, by any one employee, cannot exceed 5,000 shares. The purchase price for each share of Common Stock purchased is the lower of: (1) 85% of the closing price of the Common Stock on the first day of the purchase period, or (2) 85% of the closing price of the Common Stock on the last day of the purchase period. During the year ended December 31, 2021, employees purchased 114,407 shares pursuant to the 2020 ESPP. Stock-Based Compensation Expense Stock-based compensation expense for the periods indicated was recorded in the following financial statement lines on the Consolidated Statements of Operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of subscription, transaction, and services $ 1,710 $ 263 $ 133 Research and development 4,749 697 384 Sales and marketing 4,048 465 296 General and administrative 15,644 1,638 1,301 Total $ 26,151 $ 3,063 $ 2,114 The fair values of the Company’s stock options granted and purchase rights to the ESPP were estimated using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2021 2020 2019 Stock Options: Risk-free interest rate 0.6% - 1.5% 0.4% - 1.6% 1.7% - 2.6% Expected dividend yield — % — % — % Expected volatility 40% - 42% 39% - 45% 38% - 40% Expected life (in years) 5.5 6.9 6.9 Weighted average grant date fair value $ 6.43 $ 1.47 $ 1.45 Employee Stock Purchase Plan: Risk-free interest rate 0.1% - 1.2% — — Expected dividend yield — % — — Expected volatility 40% - 41% — — Expected life (in years) 0.5 — — Weighted average grant date fair value $ 3.19 — — As of December 31, 2021, the total unrecognized stock-based compensation expense related to stock options was $45.8 million. These costs are expected to be recognized over a weighted-average period of 2.7 years. As of December 31, 2021, the total unrecognized stock-based compensation expense related to RSUs was $8.6 million. These costs are expected to be recognized over a weighted-ave rage period of 2.5 years. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 8 - Defined Contribution Plan The Company sponsors a 401(k) defined contribution benefit plan. Participation in the plan is available to substantially all employees. Company contributions to the plan are discretionary and are subject to vesting requirements based on four years of continuing employment. The Company generally makes matching contributions of one-half of the first 6% of employee contributions. During the year ended December 31, 2021, 2020, and 2019, the Company contributed $1.8 million, $0.4 million and $1.3 million, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 9 - Debt The following table summarizes the Company's total debt obligations as of the dates indicated (in thousands): As of December 31, 2021 2020 Term Loan $ — $ 44,663 Unamortized debt issuance costs — (1,234) Net carrying amounts $ — $ 43,429 2020 Financing Agreement On January 17, 2020, the Company entered into a Financing Agreement (the "2020 Financing Agreement") for a $72.5 million credit facility, secured by substantially all the assets of the Company. In connection therewith, the previously outstanding Term Loan and Revolver of $28.3 million was paid in full and the related liens were released. The 2020 Financing Agreement consisted of the following facilities: i. An Initial Term Loan of $45.0 million, which was drawn at closing and used to pay off previously outstanding borrowings; ii. A Delayed Draw Term Loan of up to $20.0 million, which was available to draw in minimum increments through July 17, 2021; and iii. A Revolving Commitment facility of $7.5 million, including a sub-limit of up to $4.0 million for issuing additional letters of credit. The Company incurred certain third party costs related to its loan and security agreement, which were recorded as a reduction to the carrying value of the debt on the Consolidated Balance Sheets. These costs were amortized over the term of the loan using the effective interest rate method and recorded in interest expense and loss on extinguishment of debt on the Consolidated Statements of Operations. In connection with the Business Combination on January 12, 2021 (refer to Note 3 - Business Combination & Acquisitions ), the Company paid the outstanding facilities in full, along with a prepayment penalty, and extinguished the 2020 Financing Agreement. In connection therewith, the unamortized debt discount of $1.2 million and a prepayment penalty and associated costs of $1.6 million were recorded in interest expense and loss on extinguishment of debt on the Consolidated Statements of Operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 10 - Leases The components of lease expense were as follows (in thousands): Year Ended Finance lease right-of-use assets amortization $ 240 Finance lease interest expense 11 Total Finance Lease Cost 251 Operating lease cost 4,527 Short-term lease cost 97 Variable lease cost 930 Sublease income (323) Total lease cost $ 5,482 The weighted-average remaining lease term and discount rate for operating and finance leases, for the year ended December 31, 2021, are as follows: Operating Leases Finance Leases Weighted-average remaining lease term 10.4 years 2.3 years Weighted-average discount rate 5.4 % 3.7 % The following table indicates the financial statement lines where the Company’s operating and financing lease liabilities and ROU assets are included on the Consolidated Balance Sheets (in thousands): As of December 31, 2021 Balance Sheet Classification Assets: Operating lease ROU assets $ 28,623 Operating lease right-of-use assets Finance lease ROU assets 313 Property and equipment, net Total lease assets $ 28,936 Liabilities: Current operating lease liabilities $ 3,225 Accrued expenses and other current liabilities Current finance lease liabilities 163 Current portion of debt and finance lease liabilities, net of deferred financing costs Non-current operating lease liabilities 32,461 Operating lease liabilities, net of current portion Non-current finance lease liabilities 150 Debt and finance lease liabilities, net of deferred financing costs and current portion Total lease liabilities $ 35,999 Supplemental cash flow information related to leases is as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 4,797 Operating cash flows from finance leases $ (11) Finance cash flows from finance leases $ (228) Operating ROU assets obtained in exchange for lease obligations: $ 31,185 Future minimum lease payments under non-cancelable operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating Leases Finance Leases 2022 $ 5,055 $ 172 2023 4,936 93 2024 4,672 38 2025 4,287 19 2026 4,075 4 Thereafter 24,115 — Total minimum lease payments 47,140 326 Less: Amounts representing interest (11,454) (13) Present value of lease payments $ 35,686 $ 313 Under the previous lease accounting guidance, ASC 840, rent expense for the year ended December 31, 2020 and 2019 was $5.2 million and $5.1 million, respectively. The Company continues to be committed to a work from anywhere strategy for its employees. In the future if the Company determines it no longer intends to utilize its leased office space(s) for the remaining duration of its lease(s), the Company may be required to record an impairment charge related to its ROU assets. In the event leased office space is no longer used, if a termination option is not available, the Company is still contractually obligated to continue making lease payments. |
Leases | Note 10 - Leases The components of lease expense were as follows (in thousands): Year Ended Finance lease right-of-use assets amortization $ 240 Finance lease interest expense 11 Total Finance Lease Cost 251 Operating lease cost 4,527 Short-term lease cost 97 Variable lease cost 930 Sublease income (323) Total lease cost $ 5,482 The weighted-average remaining lease term and discount rate for operating and finance leases, for the year ended December 31, 2021, are as follows: Operating Leases Finance Leases Weighted-average remaining lease term 10.4 years 2.3 years Weighted-average discount rate 5.4 % 3.7 % The following table indicates the financial statement lines where the Company’s operating and financing lease liabilities and ROU assets are included on the Consolidated Balance Sheets (in thousands): As of December 31, 2021 Balance Sheet Classification Assets: Operating lease ROU assets $ 28,623 Operating lease right-of-use assets Finance lease ROU assets 313 Property and equipment, net Total lease assets $ 28,936 Liabilities: Current operating lease liabilities $ 3,225 Accrued expenses and other current liabilities Current finance lease liabilities 163 Current portion of debt and finance lease liabilities, net of deferred financing costs Non-current operating lease liabilities 32,461 Operating lease liabilities, net of current portion Non-current finance lease liabilities 150 Debt and finance lease liabilities, net of deferred financing costs and current portion Total lease liabilities $ 35,999 Supplemental cash flow information related to leases is as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 4,797 Operating cash flows from finance leases $ (11) Finance cash flows from finance leases $ (228) Operating ROU assets obtained in exchange for lease obligations: $ 31,185 Future minimum lease payments under non-cancelable operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating Leases Finance Leases 2022 $ 5,055 $ 172 2023 4,936 93 2024 4,672 38 2025 4,287 19 2026 4,075 4 Thereafter 24,115 — Total minimum lease payments 47,140 326 Less: Amounts representing interest (11,454) (13) Present value of lease payments $ 35,686 $ 313 Under the previous lease accounting guidance, ASC 840, rent expense for the year ended December 31, 2020 and 2019 was $5.2 million and $5.1 million, respectively. The Company continues to be committed to a work from anywhere strategy for its employees. In the future if the Company determines it no longer intends to utilize its leased office space(s) for the remaining duration of its lease(s), the Company may be required to record an impairment charge related to its ROU assets. In the event leased office space is no longer used, if a termination option is not available, the Company is still contractually obligated to continue making lease payments. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 - Income Taxes The following table presents the provision for income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ (6) $ (44) State 24 14 12 Total current $ 24 $ 8 $ (32) Deferred: Federal $ 68 $ 94 $ 138 State 104 102 54 Foreign (309) — — Total deferred $ (137) $ 196 $ 192 Income tax expense (benefit) $ (113) $ 204 $ 160 The difference between the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Statutory rate applied to pre-tax loss $ (12,876) $ (3,533) $ (4,755) Permanent items 141 256 115 Foreign tax provision (165) — — Stock compensation related expenses (3,842) (449) 274 Compensation limitations 682 — — Transaction costs (453) — — Fair value adjustments 2,106 — — State taxes (2,673) (458) (290) Valuation allowance 16,965 4,462 4,816 Other 2 (74) — Income tax expense (benefit) $ (113) $ 204 $ 160 The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Compensation and bonuses $ 2,955 $ 1,707 Intangible assets — 2,303 Stock-based compensation 4,225 620 Accrued expenses and other 847 863 Net operating loss carryforwards 32,625 20,242 Unearned revenue 3,499 3,179 Other carryforwards 34 30 Interest expense limitation 2,286 1,652 Lease liabilities 8,868 — Deferred rent — 641 Valuation allowance (41,143) (24,178) Deferred tax assets, net of valuation allowance $ 14,196 $ 7,059 Deferred tax liabilities: Deferred implementation costs $ (2,808) $ (2,707) ROU assets (7,113) — Fixed assets (3,603) (2,723) Intangible Assets (1,319) — Goodwill (3,691) (2,397) Deferred tax liabilities $ (18,534) $ (7,827) Total deferred taxes $ (4,338) $ (768) The Company has evaluated the need for a valuation allowance on a jurisdiction by jurisdiction basis. The Company has considered all available evidence, both positive and negative, and based upon the weight of the available evidence, a valuation allowance has been recorded against the net deferred tax assets in the U.S. since the Company cannot be assured that, more likely than not, such amounts will be realized. In addition, utilization of these net operating loss (“NOL”) and tax credit carryforwards is dependent upon achieving profitable results. The change in valuation allowance for deferred taxes was an increase of approximately $17.0 million, $4.5 million and $4.8 million during the years ended December 31, 2021, 2020, and 2019, respectively, primarily due to the increase in net operating loss carryforwards. At December 31, 2021, the Company has U.S. Federal, state, and foreign net operating loss carry-forwards of approximately $125.4 million, $83.3 million, and $3.0 million, respectively. Of the total US Federal net operating loss carry-forwards, $93.1 million do not expire, and the remaining carryforwards of $32.3 million begin to expire in 2035 if not used prior to that time. The state net operating loss carry-forwards will expire at various dates beginning in 2022 through 2041. The foreign net operating loss carry-forwards will be carried forward indefinitely. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. The Company does not believe that an ownership change in connection with the Business Combination would have a material impact to consolidated financial statements and management will continue to monitor the potential impact. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2021, the Company’s tax returns for 2018, 2019, and 2020 are subject to examination by tax authorities. With few exceptions, as of December 31, 2021, the Company is no longer subject to examinations by income tax authorities from U.S. federal, state, or other jurisdictions for years before 2018. The Company did not have any significant uncertain tax positions at December 31, 2021 and 2020. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 12 - Marketable Securities The Company’s marketable securities at December 31, 2021 consist entirely of certificates of deposit with a financial institution and have maturity dates of twelve months or less. The Company determines the appropriate classification of its marketable securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As the Company views its marketable securities as available to support its current operations and does not have the intent to hold the securities to maturity, it has classified them as available-for-sale. All marketable securities are recorded at their fair value (see Note 13 - Fair Value Measurements ) with any unrealized gains or losses (except those related to credit losses) recorded in accumulated other comprehensive income. There were no unrealized gains or losses during the year ended December 31, 2021. Realized gains and losses, including interest earned, are recorded in interest income on the Consolidated Statements of Operations and were immaterial for the year ended December 31, 2021. Marketable securities are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates a security for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer, specific events or circumstances that may influence the operations of the issuer, and the Company’s intent to sell the security, or the likelihood that it will be required to sell the security, before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new costs basis is established. The Company did not record any impairments during the year ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13 - Fair Value Measurements The following tables present the Company's fair value hierarchy for its financials assets and liabilities that are measured at fair value on a recurring basis (in thousands): December 31, 2021 Balance Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds (1) $ 25,015 $ 25,015 $ — $ — Marketable securities: Certificates of deposit (2) 45,117 — 45,117 — Total Assets $ 70,132 $ 25,015 $ 45,117 $ — Liabilities: Contingent consideration - Second Phase (3) $ 370 $ — $ — $ 370 Contingent consideration - iController (4) 5,085 — — 5,085 Total Liabilities $ 5,455 $ — $ — $ 5,455 December 31, 2020 Balance Level 1 Level 2 Level 3 Liabilities: Contingent consideration - Second Phase (3) $ 660 $ — $ — $ 660 Warrants to purchase stock (5) 1,172 — — 1,172 Total Liabilities $ 1,832 $ — $ — $ 1,832 (1) Included in cash and cash equivalents on the Consolidated Balance Sheets. (2) Certificates of deposit are valued at amortized cost, which approximates fair value. (3) The acquisition of Second Phase, LLC in April 2019 included a contingent consideration arrangement that required additional consideration to be paid to the sellers annually based on meeting certain recurring revenue growth and profitability targets (together, "the Financial Targets") during the three-year period beginning May 1, 2019. No amounts were paid during 2020 or 2021 for the first or second year as the Financial Targets were not met. The year three amount, if any, is expected to be finalized and paid to the sellers by the end of 2022. The range of outcomes for the year three amount cannot be estimated as the amount payable is a percentage of the growth in the Financial Targets. The fair value of the remaining contingent consideration is included in other current liabilities on the Consolidated Balance Sheets. (4) The acquisition of iController in October 2021 includes a contingent consideration arrangement that requires additional consideration to be paid to the seller based on the amount and timing of iController’s achievement of certain recurring revenue growth targets over a three-year period subsequent to the acquisition date. The Monte Carlo simulation was used to determine the fair value, including the following significant unobservable inputs; projected revenue, a risk adjusted discount rate, and revenue volatility. Increases or decreases in the inputs would have resulted in a higher or lower fair value measurement. The range of outcomes for the amount payable cannot be estimated as it is based on a percentage of the growth in the revenue targets. The fair value of the contingent consideration is included in other current liabilities and other liabilities on the Company’s Consolidated Balance Sheets and there were no material changes since the acquisition date. (5) The Company had outstanding warrants to purchase the Company’s stock, (refer to Note 3 - Business Combination & Acquisitions ). The amount was included in other long term liabilities on the Consolidated Balance Sheets. During the years ended December 31, 2021, 2020, and 2019, the Company did not transfer assets or liabilities between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 liabilities. The following tables present the changes in the Company’s Level 3 financial instruments measured at fair value on a recurring basis (in thousands): Contingent Consideration Ending balance, December 31, 2019 $ 1,066 Fair value adjustment to contingent consideration (1) (406) Ending balance, December 31, 2020 660 Fair value adjustment to contingent consideration (1) (290) Acquisition of iController (2) 5,085 Ending balance, December 31, 2021 $ 5,455 Warrants Ending balance, December 31, 2019 $ 246 Change in fair value (3) 926 Ending balance, December 31, 2020 1,172 Change in fair value (3) 256 Exercise of warrants (4) (1,428) Ending balance, December 31, 2021 $ — (1) Subsequent to the acquisition of Second Phase, LLC, the changes in the fair value of the contingent consideration were primarily due to management's estimates and the achievements of the Financial Targets during each period. Increases or decreases in the inputs would have resulted in higher or lower fair value adjustments. This amount was recognized in change in fair value of financial instruments and other income on the Condensed Consolidated Statements of Operations. (2) Refer to Note 3 - Business Combination & Acquisitions . At December 31, 2021, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. (3) Included in change in fair value of financial instruments and other expenses on the Condensed Consolidated Statements of Operations. (4) As part of the Business Combination on January 12, 2021 (refer to Note 3 - Business Combination & Acquisitions ), the warrants were exercised and subsequently converted to Common Stock. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 14 - Property and Equipment Property and equipment, net (reduced for fully depreciated assets) consists of the following (in thousands): As of December 31, 2021 2020 Assets held under finance leases $ 3,509 $ 3,752 Computer, print and mail equipment 7,857 7,998 Furniture and fixtures 4,275 4,073 Leasehold improvements 12,127 12,120 Software 1,222 1,437 Vehicles 95 115 Internal software development 3,011 2,644 Construction in progress — 79 Total property and equipment 32,096 32,218 Less: accumulated depreciation and amortization (16,580) (15,568) Total property and equipment, net $ 15,516 $ 16,650 Depreciation and amortization expense of property and equipment, including amortization of software development costs and depreciation of finance leases, was $3.3 million, $3.4 million, and $2.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 15 - Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2021 2020 Accrued expenses $ 19,051 $ 12,067 Accrued compensation (1) 16,093 9,812 Accrued professional services, taxes, and other expenses 7,894 5,368 Operating lease liabilities, current portion 3,225 — Total accrued expenses and other current liabilities $ 46,263 $ 27,247 |
Operating Segment and Enterpris
Operating Segment and Enterprise Wide Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating Segment and Enterprise Wide Reporting | Note 16 - Operating Segment and Enterprise Wide Reporting The Company's operations are grouped into two reportable segments: (1) Print, and (2) Software and Payments. The Company's Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer ("CEO"), who reviews discrete financial and other information presented for print services and software and payment services for purposes of allocating resources and evaluating the Company's financial performance. • Print – The Print segment is primarily responsible for printing customer invoices and optimizing the amount of time and costs associated with billing customers via mail. • Software and Payments – The Software and Payments segment primarily operates using software and cloud based services, optimizes electronic invoice presentment, electronic payments, credit decisioning, collections automation, cash application and deduction management, and e-commerce of B2B customers. “All other” represents implementation, services, and other business activities which are not reviewed by CODM on regular basis. The Company evaluates segment performance and allocates resources based on revenues, cost of revenues, and gross profit. The accounting policies used by the reportable segments are the same as those used by the Company. All of the revenues shown in the reportable segments is revenue from external customers; there is no revenue from transactions with other operating segments. Segment expenses include the direct expenses of each segment's operations and exclude sales and marketing expenses, research and development expenses, general and administrative expenses, depreciation and amortization expense, stock-based compensation expense, interest income (expense), and certain other identified costs that the Company does not allocate to its segments for purposes of evaluating operational performance. Given the nature of the Company’s business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the Company does not identify or allocate assets by reportable segment and total assets are not included in the Company’s segment financial information. Refer to Note 3 - Business Combination & Acquisitions for information on the location of long-lived assets. The following tables include a reconciliation of segment revenues, cost of revenues, and gross profits to loss before income taxes (in thousands): Year Ended December 31, 2021 Print Software and Payments All other Consolidated Revenues: Subscription and transaction $ 17,444 $ 103,877 $ — $ 121,321 Services and other — — 10,253 10,253 Subscription, transaction, and services 17,444 103,877 10,253 131,574 Reimbursable costs 34,831 — — 34,831 Total revenues 52,275 103,877 10,253 166,405 Cost of revenues: Cost of subscription, transaction, and services revenue 6,880 15,429 14,734 37,043 Cost of reimbursable costs 34,831 — — 34,831 Total cost of revenues 41,711 15,429 14,734 71,874 Gross profit: Total segment gross profit (loss) $ 10,564 $ 88,448 $ (4,481) $ 94,531 Total segment gross margin 20 % 85 % (44) % 57 % Subscription, transaction, and services gross margin 61 % 85 % (44) % 72 % Unallocated amounts: Sales, marketing, research, development, and administrative expenses 138,033 Depreciation and amortization 5,516 Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses 12,295 Loss before income taxes $ (61,313) Year Ended December 31, 2020 Print Software and Payments All other Consolidated Revenues: Subscription and transaction $ 18,445 $ 81,164 $ — $ 99,609 Services and other — — 8,960 8,960 Subscription, transaction, and services 18,445 81,164 8,960 108,569 Reimbursable costs 37,116 — — 37,116 Total revenues 55,561 81,164 8,960 145,685 Cost of Revenues: Cost of subscription, transaction, and services revenue 8,492 12,571 11,468 32,531 Cost of reimbursable costs 37,116 — — 37,116 Total cost of revenues 45,608 12,571 11,468 69,647 Gross profit: Total segment gross profit (loss) $ 9,953 $ 68,593 $ (2,508) $ 76,038 Total segment gross margin 18 % 85 % (28) % 52 % Subscription, transaction, and services gross margin 54 % 85 % (28) % 70 % Unallocated amounts: Sales, marketing, research, development, and administrative expenses 82,076 Depreciation and amortization 5,624 Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses 5,161 Loss before income taxes $ (16,823) Year Ended December 31, 2019 Print Software and Payments All other Consolidated Revenues: Subscription and transaction $ 20,612 $ 68,864 $ — $ 89,476 Services and other — — 6,984 6,984 Subscription, transaction, and services 20,612 68,864 6,984 96,460 Reimbursable costs 40,008 — — 40,008 Total revenues 60,620 68,864 6,984 136,468 Cost of Revenues: Cost of subscription, transaction, and services revenue 9,642 11,900 10,473 32,015 Cost of reimbursable costs 40,008 — — 40,008 Total cost of revenues 49,650 11,900 10,473 72,023 Gross profit: Total segment gross profit (loss) $ 10,970 $ 56,964 $ (3,489) $ 64,445 Total segment gross margin 18 % 83 % (50) % 47 % Subscription, transaction, and services gross margin 53 % 83 % (50) % 67 % Unallocated amounts: Sales, marketing, research, development, and administrative expenses 79,680 Depreciation and amortization 5,881 Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses 1,527 Loss before income taxes $ (22,643) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17 - Related Party Transactions A member of the Company's Board of Directors is also an executive at a company (the "Related Party Customer") that purchases certain of Billtrust's services under an ongoing commercial relationship. During the years ended December 31, 2021, 2020, and 2019, revenue generated from the Related Party Customer was not material. At both December 31, 2021 and 2020, open receivable balances from the Related Party Customer were not material. The Company also has ongoing commercial agreements with several of Bain Capital Ventures, LLC's ("Bain") portfolio companies ("Portfolio Companies"). Bain is a greater than 5% shareholder of the Company's outstanding Common Stock at December 31, 2021, and one of the members of the Company's Board of Directors is also an executive at Bain. During the years ended December 31, 2021, 2020, and 2019, revenues generated from the Portfolio Companies was $0.5 million, $0.4 million, and $0.3 million, respectively. The Company did not incur material expenses to the Portfolio Companies during the years ended December 31, 2021, 2020, and 2019. At December 31, 2021 and 2020 open payables to and open receivables balances from the Portfolio Companies were not material. Secondary Offering On July 6, 2021, the Company completed an underwritten secondary offering (the "Offering") of 10,350,000 shares of the Company's Common Stock at a public offering price of $12.25 per share. All of the common stock was offered by existing shareholders. No new shares were issued and Billtrust did not receive any proceeds from the Offering. The gross proceeds from the Offering, before deducting underwriting discounts and commissions, was $126.8 million. The Company incurred $0.5 million of costs directly related to the Offering, consisting principally of professional, printing, filing, regulatory, and other costs, all of which was paid for on behalf of the selling security-holders. These costs were recorded in general and administrative expenses on the Consolidated Statements of Operations as t he transaction did not generate any proceeds to the Company and therefore the costs did not qualify to be deferred or charged to additional paid-in- capital under ASC 340-10-S99-1. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18 - Commitments and Contingencies Purchase Commitments The Company enters into purchase commitments with certain vendors to secure materials necessary for its print operations. As of December 31, 2021, the Company had approximately $0.5 million remaining under such purchase orders. Legal Contingencies, Claims, and Assessments From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not currently a party to any legal proceedings, the outcome of which, if determined adversely to it, would individually or in the aggregate have a material adverse effect on its business, financial condition, or results of operations. Regardless of the outcome, litigation can have a material adverse effect on the Company due to defense and settlement costs, diversion of management resources, and other factors. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 - Subsequent Events On February 14, 2022, Billtrust acquired 100% of the outstanding shares of Anachron Beheer BV and subsidiaries, d/b/a Order2Cash ("Order2Cash"), a privately-held company headquartered in Amsterdam, the Netherlands. Order2Cash is a European B2B order-to-cash platform provider. Their enterprise customer base, global interoperability capabilities and established connections to over 70 B2B and business-to-government (“B2G”) e-invoicing networks broaden BPN’s reach to deliver fully compliant and secure e-invoicing across multiple markets. The acquisition is part of Billtrust's strategic plan to continue expanding its physical presence in the European market while also enhancing its global invoicing and payments capabilities. Pursuant to the terms of the purchase agreement, the Company paid an initial amount of $58.2 million in cash at closing and an additional $0.9 million subsequent to closing, which is subject to certain indemnity provisions from the seller. An additional $0.7 million payable within four years of the closing date upon achievement of certain conditions. Additional amounts may be earned by the sellers during periods following the closing date based on the financial performance of the acquired company during calendar year 2022, and each of the twelve month periods ending June 30, 2023 and June 30, 2024. The initial accounting for the acquisition was not complete at the time the financial statements were issued due to the timing of the acquisition and the filing of this Annual Report on Form 10-K. As a result, complete disclosures required under ASC 805, Business Combinations cannot be made at this time. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding annual financial reporting on Form 10-K. Certain prior period amounts have been reclassified to conform to the current period presentation. Except as noted in the section titled "Retroactive Adjustments Related to Reverse Recapitalization", the accompanying Consolidated Financial Statements for periods ended prior to January 12, 2021 reflect Legacy Billtrust, which was a single entity, and its capital structure prior to the Business Combination, and do not reflect New Billtrust or South Mountain. The Company's fiscal year is the twelve-month period from January 1 through December 31 and all references to “2021”, “2020”, “2019”, and “2018” refer to the fiscal year unless otherwise noted. |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of BTRS Holdings Inc. and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported, disclosure about contingent liabilities, and the reported amounts of revenues and expenses in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, leases, valuation of goodwill, intangible, other long-lived assets, and acquired assets and liabilities from acquisitions, recoverability of deferred tax assets, ongoing impairment reviews of goodwill, intangible assets, and other long-lived assets, contingent consideration, and stock-based compensation. The Company bases its estimates on historical experience, known trends, market specific information, or other relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and changes in estimates are recorded in the period in which they become known. Actual results may differ from these estimates. |
Foreign Currency | Foreign Currency The functional currency of the Company’s subsidiaries is their respective local currency. These subsidiary financial statements are translated to U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenues and expenses, and historical rates for equity. The effects of foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) within stockholders’ equity on the Consolidated Balance Sheets. |
Accounting Pronouncements Issued and Adopted and Accounting Pronouncements Issued but not yet Adopted | Accounting Pronouncements Issued and Adopted Based on the closing share price and the market value of the Company's common stock held by non-affiliates as of June 30, 2021, the Company was deemed to be a large accelerated filer as of December 31, 2021. As a result, the Company no longer qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act (“JOBS Act”). The previous EGC status allowed the Company an extended transition period to adopt new or revised accounting pronouncements until such pronouncements were applicable to private companies. The effect of the loss of ECG status and impact on the adoption of new accounting pronouncements that the Company previously elected to use the extended transition period for is discussed further below. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02 Leases (Topic 842) , with subsequent ASUs issued to clarify certain aspects of the guidance and to provide certain practical expedients that entities can elect upon adoption (collectively, "Topic 842"). Topic 842 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The standard requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and a corresponding right-of-use ("ROU") asset. It also changes the definition and classification of a lease, with the classification affecting the pattern of expense recognition, and expands the qualitative and quantitative disclosure requirements of lease arrangements. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 842 retroactively to January 1, 2021. The Company adopted the standard utilizing the modified retrospective method in which comparative periods are not adjusted. Adoption of the standard resulted in the recognition of operating lease ROU assets of $29.3 million and operating lease liabilities of $36.7 million on January 1, 2021. The difference of $7.4 million between the operating lease ROU assets and operating lease liabilities relates to deferred rent and lease incentives that were included on our Consolidated Balance Sheets prior to the adoption of Topic 842. This amount was eliminated upon adoption of the standard and was recorded as a reduction to the gross operating lease ROU assets. Additionally, upon adoption, there were no significant changes in the carrying values of assets and liabilities related to the Company’s finance leases, which were referred to as capital leases under the prior guidance. The Company elected the package of practical expedients, including the related disclosure requirements, that permits the use of historical lease classification and accounting under the previous guidance for all leases that existed as of the adoption date. Additionally, the Company elected to exempt all leases with a lease term upon commencement of 12 months or less from recognition of ROU assets and lease liabilities, and elected not to separate lease and non-lease components within its leases. In June 2016, the FASB issued ASU 2016-13, Financial Instrume nts - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments , with subsequent ASU's issued that clarify the guidance (collectively, "Topic 326"). Topic 326 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" using a forward-looking approach and to record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. Topic 326 also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies various aspects related to accounting for income taxes. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 740 retroactively to January 1, 2021. The adoption of this standard did not have an impact on the Company’s financial position or results of operations. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill in the amount by which the carrying amount of a reporting unit exceeds its fair value. As a result of losing EGC status effective as of December 31, 2021, the Company was required to adopt Topic 350 retroactively to January 1, 2021. The adoption of this standard did not have an impact on the Company’s financial position or results of operations. In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) . The amendments in this ASU require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted. The Company has chosen to early adopt the standard as of January 1, 2021. Adoption of the standard was applied to the Company’s acquisition of iController BV in October 2021 (refer to Note 3 - Business Combination & Acquisitions ) and was the Company’s only acquisition in 2021. On January 1, 2021, the Company adopted ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, amounts recorded as a reduction in transaction price are based on the grant-date fair value of share-based payment awards. The adoption of this standard did not have an impact on the Company’s financial position or results of operations. On January 1, 2021, the Company adopted ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , using the prospective method. The ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The adoption of this standard did not have an impact on the Company’s financial position or results of operations. On January 1, 2020, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . The ASU amends ASC 230 to add and clarify guidance on the classification and presentation of restricted cash on the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. The standard also requires a company to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with U.S. GAAP. Additionally, changes in restricted cash and restricted cash equivalents that results from transfers between cash, cash equivalents, restricted cash, and restricted cash equivalents are not to be presented as cash flow activities on the statement of cash flows. Changes required upon adoption are included in subsequent sections of Note 2 - Significant Accounting Policies and did not impact on the Company’s financial position or results of operations. On January 1, 2020, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity must apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606, Revenue from Contracts with Customers . The adoption of this standard did not have a material impact on the Company’s financial position or results of operations. On January 1, 2020, the Company adopted the guidance in ASU 2018-13, Fair Value Measurement Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The new standard modifies fair value measurements under Topic 820, Fair Value Measurement, including changes to transfers between fair value levels, and Level 3 fair value measurements. Changes required upon adoption are included in Note 13 - Fair Value Measurements and did not impact the Company’s financial position or results of operations. Accounting Pronouncements Issued but not yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) . The amendments in this ASU simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. The update is effective for fiscal years beginning after December 15, 2021, including interim periods with those years, and early adoption is permitted for years beginning after December 15, 2020. The Company is currently evaluating the impact that the standard will have on its financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . The amendments in this ASU require entities to annually disclose information about certain government assistance they receive. The rule will be effective for public entities for annual periods beginning after December 15, 2021. The adoption of ASU is currently not expected to have a material impact on the Company’s financial statement disclosures. |
Fair Value Measurements | Fair Value Measurements The carrying amounts reflected on the Consolidated Balance Sheets for cash, restricted cash, accounts receivable, customer funds, other current assets, other assets, accounts payable, accrued expenses, other current liabilities (excluding contingent consideration), and customer postage deposits approximate their fair value due to their short-term maturities. Additionally, the Company measures certain financial assets and liabilities at fair value on a recurring basis including cash equivalents, marketable securities, and contingent consideration. The fair values of these financial assets and liabilities have been classified as Level 1, 2, or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs, other than Level 1 inputs, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs for which there is little or no market data, requiring the Company to develop its own estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company’s cash equivalents consist primarily of money market funds. |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of certificates of deposit with a financial institution and mature within twelve months or less. The Company determines the classification of its marketable securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As the Company views its marketable securities as available to support its current operations and does not have the intent to hold the securities to maturity, it has classified them as available-for-sale. All marketable securities are recorded at their fair value (refer to Note 13 - Fair Value Measurements ) with any unrealized gains or losses, except those related to credit losses, recorded in accumulated other comprehensive income (loss). There were no unrealized gains or losses during the year ended December 31, 2021. Realized gains and losses, including interest earned, are recorded in interest income on the Consolidated Statements of Operations and were not material for the year ended December 31, 2021. |
Customer Funds | Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to 3 days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is recorded as customer funds payable on the Consolidated Balance Sheets. |
Customer Postage Deposits | Customer Postage Deposits The Company requires its print customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability on the Consolidated Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. |
Concentrations of Credit Risk | Concentrations of Credit Risk The financial instruments that potentially subject the Company to concentrations of credit risk are cash, cash equivalents, marketable securities, restricted cash, accounts receivable, and customer funds. The Company maintains its deposits of cash and cash equivalent balances, restricted cash, and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash, and customer funds may exceed federally insured limits. |
Business Combination and Acquisitions | Business Combination and Acquisitions The Company accounts for business combinations and acquisitions in accordance with the acquisition method of accounting under the provisions of ASC 805, Business Combinations (“Topic 805”). Topic 805 requires the Company to record the identifiable assets acquired, including intangible assets, and liabilities assumed based on their estimated fair values at their acquisition date. Any excess consideration transferred over the estimated fair value of the net assets acquired is recorded as goodwill. The determination of the fair values of the assets acquired and liabilities assumed involves judgment in selecting inputs used in a valuation methodology, including expected future cash flows, future changes in technology, estimated replacement costs, covenants not to compete, acquired developed technologies, discount rates, and assumptions about the period of time the acquired brand will continue to be used in the Company’s product portfolio. Estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Accordingly, actual results may differ from these estimates. As a result, during the measurement period after an acquisition, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded on the Consolidated Statements of Operations. |
Goodwill | Goodwill Goodwill represents the amount an acquisition’s purchase price exceeds the fair value of the assets acquired, including identifiable intangible assets, and liabilities assumed. Goodwill is not amortized; however it is required to be tested for impairment annually at the reporting unit level. Testing for impairment is also required on an interim basis if an event of circumstance indicates it is more likely than not that an impairment loss has been incurred. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company has determined it has two reporting units. Absent an event that indicates a specific impairment may exist, the Company has selected October 1 as the date for performing its annual goodwill impairment test. The impairment test is first performed at the reporting unit level using a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. |
Intangible Assets | Intangible Assets Intangible assets consist of customer relationships, non-compete agreements, trademarks and trade names, and technology resulting from the Company’s acquisitions. Intangible assets are recorded at their estimated fair value, net of accumulated amortization, and are amortized using the straight-line method over their estimated useful lives as follows: Useful Life Customer relationships 7 - 15 years Non-compete agreements 5 years Trademarks and trade names 6 years Technology 6 years The Company determines the useful life based on evaluating a number of factors, including, but not limited to, the expected use of the asset, historical client retention rates, consumer awareness, trademark and trade name history, and any contractual provisions that could limit or extend an asset's useful life. The |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company’s long-lived assets consist primarily of lease ROU assets, property and equipment, and intangible assets. The Company continually evaluates whether events or circumstances have occurred that indicate the estimated useful life may warrant revision or that indicate if the carrying value of these assets may be impaired. To calculate whether an asset has been impaired, the estimated undiscounted future cash flows over the remaining useful life of the asset is compared to its carrying value. If the estimated future cash flows are less than the carrying value, an impairment charge is recognized to write down the asset to its estimated fair value. |
Revenue Recognition | Revenue Recognition The Company follows the five-step framework prescribed by ASC 606, Revenue from Contracts with Customers , to determine revenue recognition: 1. Identify the contract, or contracts, with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when, or as, we satisfy a performance obligation. The Company accounts for a contract when it has approval and commitment from both parties, the fees, payment terms, and rights of the parties regarding the products or services to be transferred are identified, the contract has commercial substance, and collectability of the consideration expected to be transferred is probable. The Company applies judgment in determining a customer’s ability and intention to pay for services expected to be transferred, which is based on factors including the customer’s payment history, management’s ability to mitigate exposure to credit risk (for example, requiring payment in advance of the transfer of products or services, or the ability to stop transferring promised products or services in the event a customer fails to pay consideration when due), and experience selling to similarly situated customers. Performance obligations within a contract are identified based on the products and services promised to be transferred in the contract. When a contract includes more than one promised product or service, the Company must apply judgment to determine whether the promises represent multiple performance obligations or a single, combined performance obligation. This evaluation requires the Company to determine if the promises are both capable of being distinct, where the customer can benefit from the product or service on its own or together with other resources readily available, and are distinct within the context of the contract, where the transfer of products or services is separately identifiable from other promises in the contract. When both criteria are met, each promised product or service is accounted for as a separate performance obligation. The Company determines the transaction price of its contracts based on the amount of consideration it expects to be entitled to, which can be variable. Any variable amounts are constrained to the minimum guaranteed contractual amount so that a reversal of cumulative revenue does not occur in future periods. Once there is no longer uncertainty over a variable amount, any incremental fees the Company is entitled to are allocated to the current and future non-cancellable contract term. Additionally, in accordance with ASC 606, performance obligations accounted for under the “right to invoice” practical expedient are excluded from the determination of the transaction price. Contracts that contain multiple performance obligations require an allocation of the transaction price among the separate performance obligations on a relative basis according to their standalone selling prices (“SSP”). The determination of SSP for each performance obligation requires judgment. The Company determines SSP for its performance obligations based on factors including an analysis of historical standalone sales data, contractual rates and renewal fees, internal pricing objectives, market conditions, factors used to set list prices, and pricing of similar products. The corresponding allocated revenues are recognized when (or as) the performance obligations are satisfied, as discussed further below. Subscription Revenue Subscription revenue primarily consists of contractually agreed upon fees to provide access to the Company’s cloud-based SaaS platform and modules that automate processes across the accounts receivable function (including electronic invoice presentment, payments solutions, credit decisioning and monitoring, cash application, collections automation, and e-commerce). The Company’s subscription agreements do not provide the customer with the right to take possession of the software, are typically non-cancellable, and do not contain general rights of returns. Subscription agreements typically have an initial term of one The Company has concluded that each subscription service represents a stand ready obligation to provide a daily processing service, in which the services are the same each day, every day is distinct, and the customer simultaneously receives and consumes the benefits as the Company transfers control throughout the contract period. Subscription services are recognized ratably over the contractual term of the arrangement, using an output measure of time elapsed, beginning on the date the service is made available to the customer. Transaction Revenue Transaction revenue consists of per-item processing fees charged at contracted rates based on the number of envelopes, invoices delivered, payments processed, or basis points on the amount of credit card payments processed. The Company’s transaction fees are billed monthly based on the volume of items processed each month, at the contractual rate per item processed. The Company recognizes revenue at the same time as the transactions are processed since the customer simultaneously receives and consumes the benefits of the Company’s transaction processing services. Professional Services Revenue Professional services revenue consists of implementation services for new customers, or implementations of new products for existing customers. It also includes separately contracted project services provided to customers after implementation. Professional services are typically sold on a time-and-materials basis and billed monthly based on actual hours incurred. Typically, the Company’s implementation services are not capable of being distinct from the related subscription service, and accordingly, they are combined with the subscription service into a single performance obligation recognized over the term of the agreement. Since the initial contract with a customer includes both the subscription and implementation fees, and is therefore higher than subscription renewal fees in subsequent years, the Company’s contracts convey a ‘material right’ to the customer (i.e. an option for the customer to renew the contract at a lower price in relation to the initial contract price). Material rights are treated as a separate performance obligation and are recognized over the period which the right is expected to be exercised by a customer, which requires judgment and is estimated at four For project services, which are considered a separate performance obligation, the Company recognizes revenue at the same time as the services are performed. Reimbursable Costs The Company’s reimbursable costs revenue consist primarily of amounts charged to its customers for postage on printed and mailed invoices to their end customers. These r eimbursable costs are recorded on a gross basis since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer (they are used by the Company in fulfilling its performance obligation to the customer). Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, as the expenses cannot be specifically identified to each specific customer. Because the cost of such revenue is equal to the revenue, this does not impact loss from operations or net loss. Sales Tax and Other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions (which are a pass through cost), on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined it is acting as an agent with respect to these payment authorization services based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue from credit card payments is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets. Deferred revenue consists of billings in excess of revenue recognized. Similar to accounts receivable, the Company does not record deferred revenue for unpaid invoices on a cancellable contract. Costs to Obtain Contracts Commissions associated with subscription and transaction based arrangements are typically earned upon the execution of a sales contract by the customer and when the customer is billed for the underlying contractual period or transactions. Commissions associated with professional services are typically earned in the month that services are rendered. Substantially all sales commissions are paid at one of three points: (1) upon execution of a customer contract, (2) implementation is complete or transactional-based volume commences, and/or (3) after a period of up to twelve months thereafter. The Company capitalizes commissions paid to sales personnel and related fringe benefit costs that are incremental to obtaining customer contracts. Capitalized commissions costs are included in deferred implementation and commission costs (both current and net of current portion) on the Consolidated Balance Sheets. Deferred commissions are amortized on a straight-line basis over an estimated period of benefit of four |
Accounts Receivable and Allowance for Doubtful Accounts and Credit Losses | Accounts Receivable and Allowance for Doubtful Accounts and Credit Losses Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of the Company’s invoices is the passage of time, the Company records a receivable on the date the invoice is issued. Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional. If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset. The Company did not have any contract assets as of December 31, 2021 and 2020. The Company has contracts that are both cancellable and non-cancellable. For contracts that are cancellable by the customer, the Company does not record a receivable when it issues an invoice. The Company records accounts receivable on these contracts only up to the amount of revenue earned but not yet collected. In addition, since the majority of the Company’s contracts require payment in advance of the subscription term or the month after the completion of services, the Company does not adjust its receivables or transaction price for the effects of a significant financing component. The Company extends credit to its customers in the normal course of business and maintains an allowance for doubtful accounts to reserve for potentially uncollectible accounts receivable. The Company estimates the amount of uncollectible accounts receivable at the end of each reporting period and provides a reserve when needed. When evaluating the adequacy of the reserve, the Company assesses various factors including the aging of the receivable balances, historical experience, and expectations of forward-looking loss estimates. When developing the expectations of forward-looking loss estimates, the Company takes into consideration forecasts of future economic conditions, information about past events, changes in customer payment terms, and customer-specific circumstances, such as bankruptcies and disputes. Actual results may differ from these estimates. Accounts receivable are written off when deemed uncollectible. |
Costs to Obtain Contracts and Deferred Implementation Costs | Deferred Implementation Costs For arrangements where implementation services are provided before the subscription service is made available to the customer, the Company defers such costs and amortizes them on a straight-line basis over the estimated period of benefit, which is typically four These amounts are included in cost of subscription, transaction, and services on the Consolidated Statements of Operations. |
Leases | Leases The Company enters into both operating and financing leases and determines whether an arrangement is a lease at inception of the arrangement. The Company accounts for a lease when it has the right to control the leased asset for a period of time while obtaining substantially all of the assets’ economic benefits. Leases are classified as operating or finance leases at the lease commencement date. A lease is classified as a finance lease if any one of the following criteria are met: 1. The lease transfers ownership of the asset by the end of the lease term; or 2. The lease contains an option to purchase the asset that is reasonably certain to be exercised; or 3. The lease term is for a major part of the remaining useful life of the underlying asset; or 4. The present value of the lease payments equals or exceeds substantially all of the fair value of the asset; or 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. The Company’s operating leases are primarily office space for its employees or facilities for its print operations. The Company’s finance leases are primarily print equipment, computer hardware, and vehicles. Lease liabilities and ROU assets are recognized at the lease commencement date based on the estimated present value of future minimum lease payments over the lease term, while ROU assets exclude lease incentives and are adjusted for initial direct costs incurred, if any. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and ROU assets represent the Company’s right to use an underlying asset for the lease term. The discount rate used to determine the present value of the lease payments is the Company’s incremental borrowing rate based on the information available at lease commencement, as generally an implicit rate in the lease is not readily determinable. The Company’s leases do not include residual value guarantees or covenants. Lease expense for operating leases and leases with a lease term upon commencement of less than 12 months is recognized on a straight-line basis over the lease term. Lease expense for finance leases includes straight-line amortization of ROU assets and interest expense by applying the effective interest rate method to remaining lease liabilities. Most of the Company’s lease agreements also contain variable payments, primarily common area maintenance, utilities, and other costs, which are expensed as incurred and not included in the measurement of the ROU assets and lease liabilities. Some of the Company’s lease agreements contain options to extend or terminate the lease. When determining the lease term at commencement, these options are included in the measurement and recognition of the ROU asset and liability when it is reasonably certain that the Company will exercise the option. The Company consider various economic factors when making this determination, including, but not limited to, the significance of leasehold improvements incurred in the office space, the difficulty in replacing the lease, underlying contractual obligations, or specific characteristics unique to a particular lease. Subsequent to entering into a lease, if it becomes reasonably certain that the Company will exercise an option that was not included in the lease term, the Company accounts for the change in circumstances as a lease modification, which results in the remeasurement of the ROU asset and liability as of the modification date. The Company continually evaluates whether facts or events indicate it is reasonably certain that it will exercise an option. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated amortization and depreciation. Amortization of equipment held under finance leases is included in depreciation expense. The cost of additions and expenditures that extend the useful lives of existing assets are capitalized, while repairs and maintenance costs are charged to expense as incurred. Depreciation is recorded on a straight-line basis over the estimated useful life of the asset as follows: Useful Life Assets held under finance leases 3 - 5 years Computer, print, and mail equipment 3 - 5 years Furniture and fixtures 3 - 15 years Software 3 - 5 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain development costs incurred during the application development stage of its software development for new products and services. These costs include external direct costs of services used in the development or internal personnel costs for employees directly associated with the development. The Company capitalizes these costs until the software is substantially complete and ready for its intended use. Capitalized software development costs are recorded in property and equipment on the Consolidated Balance Sheets. Costs incurred in the preliminary stages of development and during post-configuration stages are expensed as incurred. |
Inventory | Inventory Inventory is comprised primarily of paper and envelope stocks and is stated at the lower of cost or net realizable value. Cost for substantially all of the Company’s inventory is determined on a specific identification or first-in, first-out basis. The Company periodically assesses the need for obsolescence provisions and determined that no obsolescence provision was necessary at December 31, 2021 and 2020. Inventory is included in other current assets on the Consolidated Balance Sheets and amounted to $0.8 million and $0.7 million at December 31, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes stock-based compensation expense by calculating the estimated fair value of stock options, restricted stock units (“RSUs”), or purchase rights issued under the Company’s employee stock purchase plan (“ESPP”) on the grant date. The fair value of stock options and purchase rights under the ESPP is estimated using the Black-Scholes option-pricing model. The Black-Scholes model requires the Company to make assumptions about the expected or contractual term of the option or purchase right, the expected volatility, risk-free interest rates, and expected dividend yield. Expected volatility is based on the historic volatility of comparable publicly traded companies over a period equal to the expected term. The fair value of RSUs is determined using the closing market price of the Company’s Common Stock on the grant date. The Company recognizes stock-based compensation expense on a straight-line basis over the award’s requisite service period, which is typically the vesting period for stock options and RSUs, and the offering period for purchase rights under the ESPP. As applicable, forfeitures are estimated at the grant date and, if necessary, revised in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the forfeiture rate based on historical experience. Prior to the Business Combination (refer to Note 3 - Business Combination & Acquisitions ), as a privately held business, the Company estimated the fair value of its stock-based awards using the value indications |
Research and Development | Research and Development Research and development expenses primarily consist of salaries, incentive compensation, stock-based compensation, and other personnel-related costs for the Company’s development, network operations, and engineering personnel, as well as costs related to pre-development and quality assurance testing of new technology, maintenance and enhancement of the Company’s existing technology and infrastructure, consulting, travel, and other related overhead. The Company expenses these costs as incurred. |
Advertising | AdvertisingThe Company expenses the cost of advertising and promotions as incurred and records them in sales and marketing expense on the Consolidated Statements of Operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of changes. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. As a result of the Company’s historical operating performance and the cumulative net losses incurred to date, the Company does not have sufficient objective evidence to support the recovery of the U.S. federal and state net deferred tax assets. Accordingly, the Company has established a valuation allowance against such net deferred tax assets because the Company believes it is more likely than not that these deferred tax assets will not be realized. The Company records uncertain tax positions using a two-step process whereby; (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Judgment is required in evaluating the Company’s tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company had no material uncertain tax positions at December 31, 2021 and 2020. |
Income (Loss) per Share | Income (Loss) per Share The Company's basic and diluted earnings per share are computed using the two-class method in accordance with ASC 260. The two-class method is an earnings allocation that determines net income (loss) per share for each class of common stock. Per share amounts are calculated by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Change in Previously Reported Line Items in the Statements of Cash Flows | The following tables present the effect of the change in presentation to the previously reported line items on the Statements of Cash Flows for each period indicated: Year Ended December 31, 2020 Year Ended December 31, 2019 As Previously Reported Adjustment Revised As Previously Reported Adjustment Revised Cash flows from financing activities: Change in customer funds payable $ — $ (202) $ (202) $ — $ 3,505 $ 3,505 Net cash provided by financing activities 15,156 (202) 14,954 19,268 3,505 22,773 Net increase in cash, cash equivalents, and restricted cash 13,183 (202) 12,981 1,341 3,505 4,846 Cash, cash equivalents, and restricted cash, beginning of period 4,736 21,126 25,862 3,395 17,621 21,016 Cash, cash equivalents, and restricted cash, end of period $ 17,919 $ 20,924 $ 38,843 $ 4,736 $ 21,126 $ 25,862 |
Schedule of Cash and Cash Equivalents | The following table summarizes the period ending cash and cash equivalents from the Company's Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands): As of December 31, 2021 2020 Cash and cash equivalents $ 187,672 $ 14,642 Customer funds 22,541 20,924 Restricted cash (1) 2,596 3,277 Total cash, cash equivalents, and restricted cash $ 212,809 $ 38,843 (1) Restricted cash consists of collateral for letters of credit issued by a bank in an equivalent amount, as required for certain leased office space. At December 31, 2021 restricted cash is included in other assets on the Consolidated Balance Sheets. At December 31, 2020 restricted cash is included in other current assets on the Consolidated Balance Sheets. The short-term or long-term classification is determined in accordance with the expiration of the underlying letters of credit. |
Schedule of Restricted Cash and Cash Equivalents | The following table summarizes the period ending cash and cash equivalents from the Company's Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands): As of December 31, 2021 2020 Cash and cash equivalents $ 187,672 $ 14,642 Customer funds 22,541 20,924 Restricted cash (1) 2,596 3,277 Total cash, cash equivalents, and restricted cash $ 212,809 $ 38,843 (1) Restricted cash consists of collateral for letters of credit issued by a bank in an equivalent amount, as required for certain leased office space. At December 31, 2021 restricted cash is included in other assets on the Consolidated Balance Sheets. At December 31, 2020 restricted cash is included in other current assets on the Consolidated Balance Sheets. The short-term or long-term classification is determined in accordance with the expiration of the underlying letters of credit. |
Schedule of Finite-Lived Intangible Assets | Intangible assets are recorded at their estimated fair value, net of accumulated amortization, and are amortized using the straight-line method over their estimated useful lives as follows: Useful Life Customer relationships 7 - 15 years Non-compete agreements 5 years Trademarks and trade names 6 years Technology 6 years The gross carrying values, accumulated amortization, and net carrying values (reduced for fully amortized intangibles) of finite-lived intangible assets as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Value Customer relationships $ 23,621 $ (3,524) $ 20,097 Non-compete agreements 1,430 (917) 513 Trademarks and trade names 1,066 (111) 955 Technology 3,692 (918) 2,774 Total $ 29,809 $ (5,470) $ 24,339 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Value Customer relationships $ 16,350 $ (8,698) $ 7,652 Non-compete agreements 1,460 (660) 800 Trademarks and trade names 160 (47) 113 Technology 1,540 (571) 969 Total $ 19,510 $ (9,976) $ 9,534 |
Schedule of Property and Equipment | Depreciation is recorded on a straight-line basis over the estimated useful life of the asset as follows: Useful Life Assets held under finance leases 3 - 5 years Computer, print, and mail equipment 3 - 5 years Furniture and fixtures 3 - 15 years Software 3 - 5 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease Property and equipment, net (reduced for fully depreciated assets) consists of the following (in thousands): As of December 31, 2021 2020 Assets held under finance leases $ 3,509 $ 3,752 Computer, print and mail equipment 7,857 7,998 Furniture and fixtures 4,275 4,073 Leasehold improvements 12,127 12,120 Software 1,222 1,437 Vehicles 95 115 Internal software development 3,011 2,644 Construction in progress — 79 Total property and equipment 32,096 32,218 Less: accumulated depreciation and amortization (16,580) (15,568) Total property and equipment, net $ 15,516 $ 16,650 |
Business Combination & Acquis_2
Business Combination & Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Business Combination, accounted for as a reverse recapitalization, to the Consolidated Statements of Cash Flows and the Consolidated Statements of Stockholders' Equity for the year ended December 31, 2021 (in thousands): Reverse Recapitalization Cash - South Mountain (net of redemptions and non-contingent expenses) $ 240,670 Cash - PIPE investors 200,000 Cash electing shares of Legacy Billtrust shareholders (90,061) Fees to underwriters and other transaction costs (19,936) Net cash received from reverse recapitalization 330,673 Net assets acquired and other adjustments 255 Net contributions from reverse recapitalization $ 330,928 The number of shares of Class 1 and Class 2 common stock of BTRS Holdings Inc. issued immediately following the consummation of the Business Combination, accounted for as a reverse recapitalization, is summarized as follows (in thousands): Number of Shares Common stock outstanding prior to Business Combination 25,000 South Mountain founder shares 5,500 Redemption of South Mountain shares (2) Common stock of South Mountain 30,498 Shares issued from PIPE 20,000 Legacy Billtrust shareholders' shares purchased for cash (9,006) Recapitalization shares 41,492 Legacy Billtrust stockholders' shares 103,774 Total Shares 145,266 |
Schedule of Contingent Consideration Liabilities | The following table is a reconciliation of the liability balance at the BCA Closing Date and the changes therein for the year ended December 31, 2021 (in thousands): Earnout Shares Sponsor Vesting Shares Total Fair value on BCA Closing Date $ 191,095 $ 39,900 $ 230,995 Fair value adjustment (1) 8,246 1,780 10,026 Amount paid for tax withholding (4,013) — (4,013) Amount reclassified to equity (195,328) (41,680) (237,008) Ending balance, December 31, 2021 $ — $ — $ — (1) Included in change in fair value of financial instruments and other income on the Consolidated Statements of Operations. |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of the aggregate consideration paid for iController (in thousands): Cash paid at close (1) $ 57,020 Contingent consideration (2) 5,085 Deferred purchase price (3) 579 Total purchase consideration $ 62,684 (1) The cash paid at close represents the gross contractual amounts paid. Net cash paid, which accounts for cash acquired of $0.2 million, was $56.8 million and is reflected as an investing activity on the Consolidated Statements of Cash Flows. (2) The acquisition of iController included contingent cash consideration to be paid to the seller based on the amount and timing of iController’s achievement of certain recurring revenue growth targets over a three year period subsequent to the acquisition date. The fair value of this contingent consideration on the closing date was $5.1 million, which is recognized as purchase price. Refer to Note 13 - Fair Value Measurements for further information. (3) The deferred purchase price was payable upon completion of certain conditions, which were achieved in January 2022 and subsequently paid. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of iController (in thousands): Assets: Cash and cash equivalents $ 187 Accounts receivable 1,217 Property and equipment 439 Operating lease right-of-use assets 651 Goodwill (1) 52,386 Intangible assets (2) 17,385 Other assets (current and noncurrent) 76 Total Assets $ 72,341 Liabilities: Accounts payable $ 524 Accrued expenses and other current liabilities 641 Operating lease liabilities, net of current portion 917 Deferred revenue 3,775 Deferred taxes 3,800 Total Liabilities 9,657 Net assets acquired $ 62,684 (1) Goodwill represents the expected revenue synergies from combining iController with Billtrust, as well as the value of the acquired workforce. The goodwill is not expected to be deductible for income tax purposes. (2) All of the intangible assets are finite lived. |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Based on the valuation, the intangible assets acquired were (in thousands): Fair Value Useful Life Customer relationships $ 14,256 15 Developed technology 2,202 6 Trade names 927 6 Total intangible assets $ 17,385 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A summary of goodwill and the changes in it carrying amount is shown in the following table (in thousands): Consolidated Goodwill Balance at January 1, 2021 (1) $ 36,956 Addition from acquisition (2) 52,386 Translation adjustments (1,194) Balance at December 31, 2021 $ 88,148 (1) The carrying value of goodwill as of December 31, 2020 was unchanged from the prior year. (2) The entire increase is related to the acquisition of iController (refer to Note 3 - Business Combination & Acquisitions ). |
Schedule of Finite-Lived Intangible Assets | Intangible assets are recorded at their estimated fair value, net of accumulated amortization, and are amortized using the straight-line method over their estimated useful lives as follows: Useful Life Customer relationships 7 - 15 years Non-compete agreements 5 years Trademarks and trade names 6 years Technology 6 years The gross carrying values, accumulated amortization, and net carrying values (reduced for fully amortized intangibles) of finite-lived intangible assets as of December 31, 2021 and December 31, 2020 were as follows (in thousands): December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Value Customer relationships $ 23,621 $ (3,524) $ 20,097 Non-compete agreements 1,430 (917) 513 Trademarks and trade names 1,066 (111) 955 Technology 3,692 (918) 2,774 Total $ 29,809 $ (5,470) $ 24,339 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Value Customer relationships $ 16,350 $ (8,698) $ 7,652 Non-compete agreements 1,460 (660) 800 Trademarks and trade names 160 (47) 113 Technology 1,540 (571) 969 Total $ 19,510 $ (9,976) $ 9,534 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for each of the next five years and thereafter is as follows (in thousands): 2022 $ 2,707 2023 2,613 2024 2,369 2025 2,176 2026 2,138 Thereafter 12,336 Total $ 24,339 |
Revenue and Related Matters (Ta
Revenue and Related Matters (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Principal Activities From Which the Company Generates Revenue | The Company disaggregates revenue as set forth in the following table (in thousands): Year Ended December 31, Revenues by Type: 2021 2020 2019 Subscription and transaction fees $ 121,321 $ 99,609 $ 89,476 Services and other 10,253 8,960 6,984 Subscription, transaction, and services $ 131,574 $ 108,569 $ 96,460 |
Schedule of Current and Non Current Portions of Deferred Implementation and Commission Costs | The current and non-current portions of deferred implementation and commission costs on the Consolidated Balance Sheets were as follows (in thousands): As of December 31, 2021 2020 Current portion of deferred costs: Deferred commissions, current $ 2,997 $ 2,431 Deferred implementation costs, current 2,063 2,287 Deferred implementation and commission costs, current portion $ 5,060 $ 4,718 Non-current portion of deferred costs: Deferred commissions, net of current portion $ 6,392 $ 5,233 Deferred implementation costs, net of current portion 2,846 3,444 Deferred implementation and commission costs, net of current portion $ 9,238 $ 8,677 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of the basic and diluted net loss per share attributable to the Class 1 and Class 2 common stockholders (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (61,200) $ (17,027) $ (22,803) Denominator: Weighted-average common shares outstanding 155,066 100,023 99,272 Net loss per share attributable to common stockholders, basic and diluted $ (0.39) $ (0.17) $ (0.23) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be antidilutive, were as follows based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents (in thousands): Year Ended December 31, 2021 2020 2019 Stock options 20,025 16,170 11,653 Restricted stock units 660 — — Series C Warrants — 105 105 20,685 16,275 11,758 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | Stock option activity for the year ended December 31, 2021 is presented below (in thousands, except per share and contractual life amounts): Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 16,170 $ 2.69 Granted 8,599 16.49 Exercised (3,957) 1.52 Forfeited (787) 11.33 Outstanding at December 31, 2021 20,025 $ 8.51 7.8 $ 60,223 Vested and expected to vest at December 31, 2021 17,572 $ 7.92 7.7 $ 57,115 Exercisable at December 31, 2021 8,534 $ 4.63 6.6 $ 39,718 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Restricted stock unit activity for the year ended December 31, 2021 is presented below (in thousands, except per share amounts): Number of Weighted-Average Grant Unvested at December 31, 2020 — $ — Granted (1) 986 15.53 Vested (301) 16.43 Forfeited (2) (72) 16.80 Unvested at December 31, 2021 613 $ 15.08 (1) No RSUs were granted prior to the Business Combination. 836,208 of the granted shares represent the Earnout RSUs issued as part of the Business Combination (refer to Note 3 - Business Combination & Acquisitions for further discussion). (2) Includes 47,240 shares of Common Stock withheld from employees to satisfy the mandatory tax withholding requirements, for which the Company remitted cash of $0.5 million to the appropriate tax authorities. |
Share-based Compensation Expense | Stock-based compensation expense for the periods indicated was recorded in the following financial statement lines on the Consolidated Statements of Operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of subscription, transaction, and services $ 1,710 $ 263 $ 133 Research and development 4,749 697 384 Sales and marketing 4,048 465 296 General and administrative 15,644 1,638 1,301 Total $ 26,151 $ 3,063 $ 2,114 |
Stock Option Valuation Assumptions | The fair values of the Company’s stock options granted and purchase rights to the ESPP were estimated using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2021 2020 2019 Stock Options: Risk-free interest rate 0.6% - 1.5% 0.4% - 1.6% 1.7% - 2.6% Expected dividend yield — % — % — % Expected volatility 40% - 42% 39% - 45% 38% - 40% Expected life (in years) 5.5 6.9 6.9 Weighted average grant date fair value $ 6.43 $ 1.47 $ 1.45 Employee Stock Purchase Plan: Risk-free interest rate 0.1% - 1.2% — — Expected dividend yield — % — — Expected volatility 40% - 41% — — Expected life (in years) 0.5 — — Weighted average grant date fair value $ 3.19 — — |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair values of the Company’s stock options granted and purchase rights to the ESPP were estimated using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2021 2020 2019 Stock Options: Risk-free interest rate 0.6% - 1.5% 0.4% - 1.6% 1.7% - 2.6% Expected dividend yield — % — % — % Expected volatility 40% - 42% 39% - 45% 38% - 40% Expected life (in years) 5.5 6.9 6.9 Weighted average grant date fair value $ 6.43 $ 1.47 $ 1.45 Employee Stock Purchase Plan: Risk-free interest rate 0.1% - 1.2% — — Expected dividend yield — % — — Expected volatility 40% - 41% — — Expected life (in years) 0.5 — — Weighted average grant date fair value $ 3.19 — — |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the Company's total debt obligations as of the dates indicated (in thousands): As of December 31, 2021 2020 Term Loan $ — $ 44,663 Unamortized debt issuance costs — (1,234) Net carrying amounts $ — $ 43,429 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows (in thousands): Year Ended Finance lease right-of-use assets amortization $ 240 Finance lease interest expense 11 Total Finance Lease Cost 251 Operating lease cost 4,527 Short-term lease cost 97 Variable lease cost 930 Sublease income (323) Total lease cost $ 5,482 The weighted-average remaining lease term and discount rate for operating and finance leases, for the year ended December 31, 2021, are as follows: Operating Leases Finance Leases Weighted-average remaining lease term 10.4 years 2.3 years Weighted-average discount rate 5.4 % 3.7 % Supplemental cash flow information related to leases is as follows (in thousands): Year Ended Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 4,797 Operating cash flows from finance leases $ (11) Finance cash flows from finance leases $ (228) Operating ROU assets obtained in exchange for lease obligations: $ 31,185 |
Assets And Liabilities, Lessee | The following table indicates the financial statement lines where the Company’s operating and financing lease liabilities and ROU assets are included on the Consolidated Balance Sheets (in thousands): As of December 31, 2021 Balance Sheet Classification Assets: Operating lease ROU assets $ 28,623 Operating lease right-of-use assets Finance lease ROU assets 313 Property and equipment, net Total lease assets $ 28,936 Liabilities: Current operating lease liabilities $ 3,225 Accrued expenses and other current liabilities Current finance lease liabilities 163 Current portion of debt and finance lease liabilities, net of deferred financing costs Non-current operating lease liabilities 32,461 Operating lease liabilities, net of current portion Non-current finance lease liabilities 150 Debt and finance lease liabilities, net of deferred financing costs and current portion Total lease liabilities $ 35,999 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancelable operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating Leases Finance Leases 2022 $ 5,055 $ 172 2023 4,936 93 2024 4,672 38 2025 4,287 19 2026 4,075 4 Thereafter 24,115 — Total minimum lease payments 47,140 326 Less: Amounts representing interest (11,454) (13) Present value of lease payments $ 35,686 $ 313 |
Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments under non-cancelable operating and finance leases as of December 31, 2021 are as follows (in thousands): Operating Leases Finance Leases 2022 $ 5,055 $ 172 2023 4,936 93 2024 4,672 38 2025 4,287 19 2026 4,075 4 Thereafter 24,115 — Total minimum lease payments 47,140 326 Less: Amounts representing interest (11,454) (13) Present value of lease payments $ 35,686 $ 313 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table presents the provision for income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ (6) $ (44) State 24 14 12 Total current $ 24 $ 8 $ (32) Deferred: Federal $ 68 $ 94 $ 138 State 104 102 54 Foreign (309) — — Total deferred $ (137) $ 196 $ 192 Income tax expense (benefit) $ (113) $ 204 $ 160 |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Statutory rate applied to pre-tax loss $ (12,876) $ (3,533) $ (4,755) Permanent items 141 256 115 Foreign tax provision (165) — — Stock compensation related expenses (3,842) (449) 274 Compensation limitations 682 — — Transaction costs (453) — — Fair value adjustments 2,106 — — State taxes (2,673) (458) (290) Valuation allowance 16,965 4,462 4,816 Other 2 (74) — Income tax expense (benefit) $ (113) $ 204 $ 160 |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Compensation and bonuses $ 2,955 $ 1,707 Intangible assets — 2,303 Stock-based compensation 4,225 620 Accrued expenses and other 847 863 Net operating loss carryforwards 32,625 20,242 Unearned revenue 3,499 3,179 Other carryforwards 34 30 Interest expense limitation 2,286 1,652 Lease liabilities 8,868 — Deferred rent — 641 Valuation allowance (41,143) (24,178) Deferred tax assets, net of valuation allowance $ 14,196 $ 7,059 Deferred tax liabilities: Deferred implementation costs $ (2,808) $ (2,707) ROU assets (7,113) — Fixed assets (3,603) (2,723) Intangible Assets (1,319) — Goodwill (3,691) (2,397) Deferred tax liabilities $ (18,534) $ (7,827) Total deferred taxes $ (4,338) $ (768) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following tables present the Company's fair value hierarchy for its financials assets and liabilities that are measured at fair value on a recurring basis (in thousands): December 31, 2021 Balance Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds (1) $ 25,015 $ 25,015 $ — $ — Marketable securities: Certificates of deposit (2) 45,117 — 45,117 — Total Assets $ 70,132 $ 25,015 $ 45,117 $ — Liabilities: Contingent consideration - Second Phase (3) $ 370 $ — $ — $ 370 Contingent consideration - iController (4) 5,085 — — 5,085 Total Liabilities $ 5,455 $ — $ — $ 5,455 December 31, 2020 Balance Level 1 Level 2 Level 3 Liabilities: Contingent consideration - Second Phase (3) $ 660 $ — $ — $ 660 Warrants to purchase stock (5) 1,172 — — 1,172 Total Liabilities $ 1,832 $ — $ — $ 1,832 (1) Included in cash and cash equivalents on the Consolidated Balance Sheets. (2) Certificates of deposit are valued at amortized cost, which approximates fair value. (3) The acquisition of Second Phase, LLC in April 2019 included a contingent consideration arrangement that required additional consideration to be paid to the sellers annually based on meeting certain recurring revenue growth and profitability targets (together, "the Financial Targets") during the three-year period beginning May 1, 2019. No amounts were paid during 2020 or 2021 for the first or second year as the Financial Targets were not met. The year three amount, if any, is expected to be finalized and paid to the sellers by the end of 2022. The range of outcomes for the year three amount cannot be estimated as the amount payable is a percentage of the growth in the Financial Targets. The fair value of the remaining contingent consideration is included in other current liabilities on the Consolidated Balance Sheets. (4) The acquisition of iController in October 2021 includes a contingent consideration arrangement that requires additional consideration to be paid to the seller based on the amount and timing of iController’s achievement of certain recurring revenue growth targets over a three-year period subsequent to the acquisition date. The Monte Carlo simulation was used to determine the fair value, including the following significant unobservable inputs; projected revenue, a risk adjusted discount rate, and revenue volatility. Increases or decreases in the inputs would have resulted in a higher or lower fair value measurement. The range of outcomes for the amount payable cannot be estimated as it is based on a percentage of the growth in the revenue targets. The fair value of the contingent consideration is included in other current liabilities and other liabilities on the Company’s Consolidated Balance Sheets and there were no material changes since the acquisition date. (5) The Company had outstanding warrants to purchase the Company’s stock, (refer to Note 3 - Business Combination & Acquisitions ). The amount was included in other long term liabilities on the Consolidated Balance Sheets. |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables present the changes in the Company’s Level 3 financial instruments measured at fair value on a recurring basis (in thousands): Contingent Consideration Ending balance, December 31, 2019 $ 1,066 Fair value adjustment to contingent consideration (1) (406) Ending balance, December 31, 2020 660 Fair value adjustment to contingent consideration (1) (290) Acquisition of iController (2) 5,085 Ending balance, December 31, 2021 $ 5,455 Warrants Ending balance, December 31, 2019 $ 246 Change in fair value (3) 926 Ending balance, December 31, 2020 1,172 Change in fair value (3) 256 Exercise of warrants (4) (1,428) Ending balance, December 31, 2021 $ — (1) Subsequent to the acquisition of Second Phase, LLC, the changes in the fair value of the contingent consideration were primarily due to management's estimates and the achievements of the Financial Targets during each period. Increases or decreases in the inputs would have resulted in higher or lower fair value adjustments. This amount was recognized in change in fair value of financial instruments and other income on the Condensed Consolidated Statements of Operations. (2) Refer to Note 3 - Business Combination & Acquisitions . At December 31, 2021, there were no material changes in the range of expected outcomes and the fair value of the contingent consideration from the acquisition date. (3) Included in change in fair value of financial instruments and other expenses on the Condensed Consolidated Statements of Operations. (4) As part of the Business Combination on January 12, 2021 (refer to Note 3 - Business Combination & Acquisitions ), the warrants were exercised and subsequently converted to Common Stock. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Depreciation is recorded on a straight-line basis over the estimated useful life of the asset as follows: Useful Life Assets held under finance leases 3 - 5 years Computer, print, and mail equipment 3 - 5 years Furniture and fixtures 3 - 15 years Software 3 - 5 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease Property and equipment, net (reduced for fully depreciated assets) consists of the following (in thousands): As of December 31, 2021 2020 Assets held under finance leases $ 3,509 $ 3,752 Computer, print and mail equipment 7,857 7,998 Furniture and fixtures 4,275 4,073 Leasehold improvements 12,127 12,120 Software 1,222 1,437 Vehicles 95 115 Internal software development 3,011 2,644 Construction in progress — 79 Total property and equipment 32,096 32,218 Less: accumulated depreciation and amortization (16,580) (15,568) Total property and equipment, net $ 15,516 $ 16,650 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other | Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2021 2020 Accrued expenses $ 19,051 $ 12,067 Accrued compensation (1) 16,093 9,812 Accrued professional services, taxes, and other expenses 7,894 5,368 Operating lease liabilities, current portion 3,225 — Total accrued expenses and other current liabilities $ 46,263 $ 27,247 |
Operating Segment and Enterpr_2
Operating Segment and Enterprise Wide Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables include a reconciliation of segment revenues, cost of revenues, and gross profits to loss before income taxes (in thousands): Year Ended December 31, 2021 Print Software and Payments All other Consolidated Revenues: Subscription and transaction $ 17,444 $ 103,877 $ — $ 121,321 Services and other — — 10,253 10,253 Subscription, transaction, and services 17,444 103,877 10,253 131,574 Reimbursable costs 34,831 — — 34,831 Total revenues 52,275 103,877 10,253 166,405 Cost of revenues: Cost of subscription, transaction, and services revenue 6,880 15,429 14,734 37,043 Cost of reimbursable costs 34,831 — — 34,831 Total cost of revenues 41,711 15,429 14,734 71,874 Gross profit: Total segment gross profit (loss) $ 10,564 $ 88,448 $ (4,481) $ 94,531 Total segment gross margin 20 % 85 % (44) % 57 % Subscription, transaction, and services gross margin 61 % 85 % (44) % 72 % Unallocated amounts: Sales, marketing, research, development, and administrative expenses 138,033 Depreciation and amortization 5,516 Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses 12,295 Loss before income taxes $ (61,313) Year Ended December 31, 2020 Print Software and Payments All other Consolidated Revenues: Subscription and transaction $ 18,445 $ 81,164 $ — $ 99,609 Services and other — — 8,960 8,960 Subscription, transaction, and services 18,445 81,164 8,960 108,569 Reimbursable costs 37,116 — — 37,116 Total revenues 55,561 81,164 8,960 145,685 Cost of Revenues: Cost of subscription, transaction, and services revenue 8,492 12,571 11,468 32,531 Cost of reimbursable costs 37,116 — — 37,116 Total cost of revenues 45,608 12,571 11,468 69,647 Gross profit: Total segment gross profit (loss) $ 9,953 $ 68,593 $ (2,508) $ 76,038 Total segment gross margin 18 % 85 % (28) % 52 % Subscription, transaction, and services gross margin 54 % 85 % (28) % 70 % Unallocated amounts: Sales, marketing, research, development, and administrative expenses 82,076 Depreciation and amortization 5,624 Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses 5,161 Loss before income taxes $ (16,823) Year Ended December 31, 2019 Print Software and Payments All other Consolidated Revenues: Subscription and transaction $ 20,612 $ 68,864 $ — $ 89,476 Services and other — — 6,984 6,984 Subscription, transaction, and services 20,612 68,864 6,984 96,460 Reimbursable costs 40,008 — — 40,008 Total revenues 60,620 68,864 6,984 136,468 Cost of Revenues: Cost of subscription, transaction, and services revenue 9,642 11,900 10,473 32,015 Cost of reimbursable costs 40,008 — — 40,008 Total cost of revenues 49,650 11,900 10,473 72,023 Gross profit: Total segment gross profit (loss) $ 10,970 $ 56,964 $ (3,489) $ 64,445 Total segment gross margin 18 % 83 % (50) % 47 % Subscription, transaction, and services gross margin 53 % 83 % (50) % 67 % Unallocated amounts: Sales, marketing, research, development, and administrative expenses 79,680 Depreciation and amortization 5,881 Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses 1,527 Loss before income taxes $ (22,643) |
Organization and Nature of Bu_2
Organization and Nature of Business - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 12, 2021 | Oct. 18, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued (shares) | 20,000,000 | |
Aggregate purchase price | $ 200 | |
PIPE Financing | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued (shares) | 20,000,000 | |
Price per share (USD per share) | $ 10 | |
Aggregate purchase price | $ 200 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) | Oct. 01, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 12, 2021 | Jan. 01, 2021USD ($) | Oct. 18, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Recapitalization conversion ratio | 7.2282662 | 7.2282662 | ||||||
Redemption value | $ 8,670,000 | $ 8,682,000 | $ 9,298,000 | |||||
Other current assets | $ 1,164,000 | 4,108,000 | ||||||
Net loss | 61,200,000 | 17,027,000 | 22,803,000 | |||||
Cash in operations | 9,560,000 | 217,000 | 7,275,000 | |||||
Cash and cash equivalents | 187,672,000 | 14,642,000 | ||||||
Marketable securities | 45,117,000 | 0 | ||||||
Accumulated deficit | 206,077,000 | $ 144,877,000 | ||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] | Accounting Standards Update 2014-09 [Member] | ||||||
Operating lease right-of-use assets | 28,623,000 | |||||||
Present value of lease payments | 35,686,000 | |||||||
Deferred rent | $ 7,400,000 | |||||||
Lease incentive | 7,400,000 | |||||||
Allowance for credit losses | 300,000 | 200,000 | ||||||
Marketable securities, unrealized gain (loss) | 0 | |||||||
Goodwill, impairment loss | $ 0 | 0 | 0 | 0 | ||||
Accumulated goodwill impairment losses | 0 | |||||||
Impairment charges | 0 | 0 | 0 | |||||
Contract asset | 0 | 0 | ||||||
Capitalized computer software | 400,000 | 600,000 | ||||||
Capitalized computer software, amortization | 300,000 | 300,000 | ||||||
Inventory | 800,000 | 700,000 | ||||||
Advertising expense | $ 500,000 | 0 | $ 0 | |||||
Capitalized Software Development | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Useful Life | 4 years | |||||||
Revision of Prior Period, Reclassification, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Restricted cash | 3,300,000 | |||||||
Other current assets | $ 3,300,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Operating lease right-of-use assets | $ 29,300,000 | |||||||
Present value of lease payments | $ 36,700,000 | |||||||
Minimum | Subscription Agreement | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue from contract with customer, term | 1 year | |||||||
Minimum | Professional Services | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue from contract with customer, term | 4 years | |||||||
Minimum | Commissions | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Amortization period | 4 years | |||||||
Minimum | Deferred Implementation and Other Costs | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Amortization period | 4 years | |||||||
Maximum | Subscription Agreement | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue from contract with customer, term | 3 years | |||||||
Maximum | Professional Services | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Revenue from contract with customer, term | 5 years | |||||||
Maximum | Commissions | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Payment period | 12 months | |||||||
Amortization period | 5 years | |||||||
Maximum | Deferred Implementation and Other Costs | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Amortization period | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies - Change in Previously Reported Line Items in the Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in customer funds payable | $ 1,617 | $ (202) | $ 3,505 |
Net cash provided by financing activities | 287,115 | 14,954 | 22,773 |
Net increase in cash, cash equivalents, and restricted cash | 173,966 | 12,981 | 4,846 |
Cash, cash equivalents, and restricted cash, beginning of period | 38,843 | 25,862 | 21,016 |
Cash, cash equivalents, and restricted cash, end of period | 212,809 | 38,843 | 25,862 |
Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in customer funds payable | 0 | 0 | |
Net cash provided by financing activities | 15,156 | 19,268 | |
Net increase in cash, cash equivalents, and restricted cash | 13,183 | 1,341 | |
Cash, cash equivalents, and restricted cash, beginning of period | 17,919 | 4,736 | 3,395 |
Cash, cash equivalents, and restricted cash, end of period | 17,919 | 4,736 | |
Revision of Prior Period, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in customer funds payable | (202) | 3,505 | |
Net cash provided by financing activities | (202) | 3,505 | |
Net increase in cash, cash equivalents, and restricted cash | (202) | 3,505 | |
Cash, cash equivalents, and restricted cash, beginning of period | $ 20,924 | 21,126 | 17,621 |
Cash, cash equivalents, and restricted cash, end of period | $ 20,924 | $ 21,126 |
Significant Accounting Polici_6
Significant Accounting Policies -Presentation of Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 187,672 | $ 14,642 | ||
Customer funds | 22,541 | 20,924 | ||
Restricted cash | 2,596 | 3,277 | ||
Total cash, cash equivalents, and restricted cash | $ 212,809 | $ 38,843 | $ 25,862 | $ 21,016 |
Significant Accounting Polici_7
Significant Accounting Policies - Intangible Assets Amortized Over Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 7 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 15 years |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Trademarks and trade names | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 6 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 6 years |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Assets held under finance leases | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Assets held under finance leases | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Computer, print, and mail equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Computer, print, and mail equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 15 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Business Combination & Acquis_3
Business Combination & Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 07, 2021USD ($) | Jan. 12, 2021USD ($)$ / sharesshares | Jan. 11, 2021shares | Jan. 11, 2021shares | Mar. 31, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Nov. 18, 2021$ / shares | Oct. 18, 2020 | Jul. 31, 2014$ / shares |
Reverse Recapitalization [Line Items] | ||||||||||||
Reverse recapitalization, aggregate consideration | $ | $ 1,190,000 | |||||||||||
Cash electing shares of Legacy Billtrust shareholders | $ | 90,061 | |||||||||||
Reverse recapitalization, equity interests issued and issuable | $ | $ 1,099,000 | |||||||||||
Reverse recapitalization, equity interests issued and issuable, number of shares (in shares) | 109,944,090 | |||||||||||
Reverse recapitalization, equity interests issuable, number of shares (in shares) | 15,175,967 | |||||||||||
Recapitalization conversion ratio | 7.2282662 | 7.2282662 | ||||||||||
Stock repurchased during period (in USD per share) | $ / shares | $ 10 | |||||||||||
Common stock, shares outstanding (shares) | 145,266,000 | |||||||||||
Warrants outstanding (shares) | 12,500,000 | |||||||||||
Number of shares exercisable by each warrant (shares) | 1 | |||||||||||
Warrants exercise price (in USD per share) | $ / shares | $ 11.50 | $ 1.91 | ||||||||||
Stock converted conversion ratio | 1 | |||||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | |||||||||||
Common and preferred stock, shares authorized (shares) | 575,000,000 | |||||||||||
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares issued (shares) | 20,000,000 | |||||||||||
Aggregate purchase price | $ | $ 200,000 | |||||||||||
Stock repurchased during period (shares) | 9,005,863 | |||||||||||
Warrants exercised and converted (in shares) | 85,004 | |||||||||||
Contingent consideration liability, shares (in shares) | 12,000,000 | |||||||||||
Issuance and vesting of Earnout Shares (shares) | 10,917,736 | |||||||||||
Amount paid for tax withholding | $ | $ 4,490 | $ 4,013 | $ 524 | $ 0 | ||||||||
Offering costs | $ | 2,800 | |||||||||||
Cash paid | $ | $ 56,833 | $ 0 | $ 6,335 | |||||||||
iController BV | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Equity interest acquired | 100.00% | |||||||||||
Cash paid | $ | $ 57,020 | |||||||||||
Weighted average useful life | 13 years 4 months 24 days | |||||||||||
Acquisition related costs | $ | $ 700 | |||||||||||
Restricted stock units | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Number of RSU's granted in period (in shares) | 0 | 986,000 | ||||||||||
Number of shares of common stock withheld from employees for tax withholdings (in shares) | 47,240 | |||||||||||
Amount paid for tax withholding | $ | $ 500 | |||||||||||
Share price (USD per share) | $ / shares | $ 16.80 | |||||||||||
Earnout Restricted Stock Units | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Number of RSU's granted in period (in shares) | 836,208 | |||||||||||
Amount paid for tax withholding | $ | $ 4,000 | |||||||||||
Earnout Shares | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Amount paid for tax withholding | $ | $ 4,013 | |||||||||||
Earnout Shares | Restricted stock units | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Share price (USD per share) | $ / shares | $ 16.80 | |||||||||||
Risk free rate | 0.50% | |||||||||||
Volatility rate | 42.00% | |||||||||||
First Earnout | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Contingent consideration liability, shares (in shares) | 6,000,000 | |||||||||||
Contingent consideration liability, stock price trigger (USD per share) | $ / shares | $ 12.50 | |||||||||||
Contingent consideration liability, threshold trading days | 20 days | |||||||||||
Contingent consideration liability, threshold trading day period | 30 days | |||||||||||
Second Earnout | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Contingent consideration liability, shares (in shares) | 6,000,000 | |||||||||||
Contingent consideration liability, stock price trigger (USD per share) | $ / shares | $ 15 | |||||||||||
Contingent consideration liability, threshold trading days | 20 days | |||||||||||
Contingent consideration liability, threshold trading day period | 30 days | |||||||||||
South Mountain | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Warrants cancelled (in shares) | 6,954,500 | |||||||||||
Stock repurchased during period (shares) | 2,000 | |||||||||||
South Mountain | Common Shareholders | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 25,000,000 | 25,000,000 | ||||||||||
Billtrust | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.001 | |||||||||||
Class 1 Common Stock | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 138,728,373 | 159,413,000 | 159,413,000 | 92,760,000 | ||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized (shares) | 538,000,000 | 538,000,000 | 538,000,000 | 538,000,000 | ||||||||
Common stock, shares issued (shares) | 159,413,000 | 159,413,000 | 92,760,000 | |||||||||
Class 1 Common Stock | Prior South Mountain Shareholders | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 2,375,000 | |||||||||||
Class 1 Common Stock | South Mountain | Common Shareholders | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 2,375,000 | 2,375,000 | ||||||||||
Common stock, shares issued (shares) | 2,375,000 | 2,375,000 | ||||||||||
Class 1 Common Stock | South Mountain | Common Shareholders | First Earnout | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 1,187,500 | 1,187,500 | ||||||||||
Class 1 Common Stock | South Mountain | Common Shareholders | Second Earnout | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 1,187,500 | 1,187,500 | ||||||||||
Class 2 Common Stock | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Common stock, shares outstanding (shares) | 6,537,735 | 3,396,000 | 3,396,000 | 8,197,000 | ||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized (shares) | 27,000,000 | 27,000,000 | 27,000,000 | 27,000,000 | ||||||||
Common stock, shares issued (shares) | 3,396,000 | 3,396,000 | 8,197,000 | |||||||||
Common Stock | Share-based Payment Arrangement | ||||||||||||
Reverse Recapitalization [Line Items] | ||||||||||||
Number of shares of common stock withheld from employees for tax withholdings (in shares) | 246,056 |
Business Combination & Acquis_4
Business Combination & Acquisitions - Recapitalization (Details) - USD ($) $ in Thousands | Jan. 12, 2021 | Jan. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Recapitalization | |||||
Cash - South Mountain (net of redemptions and non-contingent expenses) | $ 240,670 | ||||
Cash - PIPE investors | 200,000 | ||||
Cash electing shares of Legacy Billtrust shareholders | (90,061) | ||||
Fees to underwriters and other transaction costs | (19,936) | ||||
Net cash received from reverse recapitalization | 330,673 | $ 349,638 | $ 0 | $ 0 | |
Net assets acquired and other adjustments | 255 | $ 255 | $ 0 | $ 0 | |
Net contributions from reverse recapitalization | $ 330,928 | ||||
Recapitalization, Number of Shares | |||||
Common stock, shares outstanding (shares) | 145,266,000 | ||||
Stock repurchased during period (shares) | (9,005,863) | ||||
Common stock of South Mountain (shares) | 30,498,000 | ||||
Shares issued from PIPE (shares) | 20,000,000 | ||||
Recapitalization shares (shares) | 41,492,000 | ||||
Legal Billtrust stockholders (shares) | 103,774,000 | ||||
South Mountain | |||||
Recapitalization, Number of Shares | |||||
Stock repurchased during period (shares) | (2,000) | ||||
Common Shareholders | South Mountain | |||||
Recapitalization, Number of Shares | |||||
Common stock, shares outstanding (shares) | 25,000,000 | ||||
Founder Shareholders | South Mountain | |||||
Recapitalization, Number of Shares | |||||
Common stock, shares outstanding (shares) | 5,500,000 |
Business Combination & Acquis_5
Business Combination & Acquisitions - Earnout Shares Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instrument, Contingent Consideration Liability [Roll Forward] | ||||
Fair value on BCA Closing Date | $ 230,995 | |||
Fair value adjustment | 10,026 | |||
Taxes paid on net share issuance of stock-based compensation | $ (4,490) | (4,013) | $ (524) | $ 0 |
Amount reclassified to equity | (237,008) | |||
Ending balance, December 31, 2021 | 0 | 0 | ||
Earnout Shares | ||||
Derivative Instrument, Contingent Consideration Liability [Roll Forward] | ||||
Fair value on BCA Closing Date | 191,095 | |||
Fair value adjustment | 8,246 | |||
Taxes paid on net share issuance of stock-based compensation | (4,013) | |||
Amount reclassified to equity | (195,328) | |||
Ending balance, December 31, 2021 | 0 | 0 | ||
Sponsor Vesting Shares | ||||
Derivative Instrument, Contingent Consideration Liability [Roll Forward] | ||||
Fair value on BCA Closing Date | 39,900 | |||
Fair value adjustment | 1,780 | |||
Taxes paid on net share issuance of stock-based compensation | 0 | |||
Amount reclassified to equity | (41,680) | |||
Ending balance, December 31, 2021 | $ 0 | $ 0 |
Business Combination & Acquis_6
Business Combination & Acquisitions - Purchase Price (Details) - USD ($) $ in Thousands | Oct. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash paid | $ 56,833 | $ 0 | $ 6,335 | |
iController BV | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 57,020 | |||
Contingent consideration | 5,085 | |||
Deferred purchase price | 579 | |||
Total purchase consideration | 62,684 | |||
Cash and cash equivalents | 187 | |||
Payments to acquire businesses, net of cash acquired | $ 56,800 |
Business Combination & Acquis_7
Business Combination & Acquisitions - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 07, 2021 | Dec. 31, 2020 |
Assets: | |||
Goodwill | $ 88,148 | $ 36,956 | |
iController BV | |||
Assets: | |||
Cash and cash equivalents | $ 187 | ||
Accounts receivable | 1,217 | ||
Property and equipment | 439 | ||
Operating lease right-of-use assets | 651 | ||
Goodwill | 52,386 | ||
Intangible assets | 17,385 | ||
Other assets (current and noncurrent) | 76 | ||
Total Assets | 72,341 | ||
Liabilities: | |||
Accounts payable | 524 | ||
Accrued expenses and other current liabilities | 641 | ||
Operating lease liabilities, net of current portion | 917 | ||
Deferred revenue | 3,775 | ||
Deferred taxes | 3,800 | ||
Total Liabilities | 9,657 | ||
Net assets acquired | $ 62,684 |
Business Combination & Acquis_8
Business Combination & Acquisitions - Intangible Assets Acquired (Details) - iController BV $ in Thousands | Oct. 07, 2021USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 17,385 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 14,256 |
Useful life | 15 years |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 2,202 |
Useful life | 6 years |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 927 |
Useful life | 6 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 36,956 |
Addition from acquisition | 52,386 |
Translation adjustments | (1,194) |
Ending balance | $ 88,148 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | $ 29,809 | $ 19,510 | |
Accumulated Amortization | (5,470) | (9,976) | |
Total | 24,339 | 9,534 | |
Amortization of intangible assets | 2,200 | 2,200 | $ 3,200 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 23,621 | 16,350 | |
Accumulated Amortization | (3,524) | (8,698) | |
Total | 20,097 | 7,652 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 1,430 | 1,460 | |
Accumulated Amortization | (917) | (660) | |
Total | 513 | 800 | |
Trademarks and trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 1,066 | 160 | |
Accumulated Amortization | (111) | (47) | |
Total | 955 | 113 | |
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Value | 3,692 | 1,540 | |
Accumulated Amortization | (918) | (571) | |
Total | $ 2,774 | $ 969 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 2,707 | |
2023 | 2,613 | |
2024 | 2,369 | |
2025 | 2,176 | |
2026 | 2,138 | |
Thereafter | 12,336 | |
Total | $ 24,339 | $ 9,534 |
Revenue and Related Matters -Di
Revenue and Related Matters -Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Subscription, transaction, and services | $ 131,574 | $ 108,569 | $ 96,460 |
Subscription and transaction | |||
Disaggregation of Revenue [Line Items] | |||
Subscription, transaction, and services | 121,321 | 99,609 | 89,476 |
Services and other | |||
Disaggregation of Revenue [Line Items] | |||
Subscription, transaction, and services | $ 10,253 | $ 8,960 | $ 6,984 |
Revenue and Related Matters - N
Revenue and Related Matters - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 07, 2021 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Contract with customer, liability, revenue recognized | $ 18,500,000 | $ 11,900,000 | ||||
Revenue recognized due to termination of contract | $ 2,500,000 | |||||
Revenue, remaining performance obligation, amount | 37,700,000 | |||||
iController BV | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | $ 3,775,000 | |||||
Accounts receivable | $ 1,217,000 | |||||
Commissions | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Capitalized costs amortized | 2,600,000 | 2,100,000 | $ 1,700,000 | |||
Capitalized contract cost, impairment loss | 0 | 0 | 0 | |||
Implementation Costs | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Capitalized costs amortized | 3,400,000 | 5,800,000 | 6,100,000 | |||
Capitalized contract cost, impairment loss | $ 0 | $ 0 | $ 0 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue, remaining performance obligation, percentage | 96.00% | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 36 months |
Revenue and Related Matters - D
Revenue and Related Matters - Deferred Implementation and Commission Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Capitalized Contract Cost [Line Items] | ||
Deferred implementation and commission costs, current portion | $ 5,060 | $ 4,718 |
Deferred implementation and commission costs, net of current portion | 9,238 | 8,677 |
Commissions | ||
Capitalized Contract Cost [Line Items] | ||
Deferred implementation and commission costs, current portion | 2,997 | 2,431 |
Deferred implementation and commission costs, net of current portion | 6,392 | 5,233 |
Implementation Costs | ||
Capitalized Contract Cost [Line Items] | ||
Deferred implementation and commission costs, current portion | 2,063 | 2,287 |
Deferred implementation and commission costs, net of current portion | $ 2,846 | $ 3,444 |
Loss Per Share - Basic and Dilu
Loss Per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (61,200) | $ (17,027) | $ (22,803) |
Denominator: | |||
Weighted-average common shares outstanding, basic (in shares) | 155,066 | 100,023 | 99,272 |
Weighted-average common shares outstanding, diluted (in shares) | 155,066 | 100,023 | 99,272 |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.39) | $ (0.17) | $ (0.23) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.39) | $ (0.17) | $ (0.23) |
Loss Per Share - Antidilutive (
Loss Per Share - Antidilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 20,685 | 16,275 | 11,758 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 20,025 | 16,170 | 11,653 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 660 | 0 | 0 |
Series C Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 0 | 105 | 105 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-Based Compensation- Narrative (Details) | Dec. 17, 2021USD ($)shares | Jan. 12, 2021$ / sharesshares | Dec. 31, 2021USD ($)voteperiod$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Nov. 18, 2021$ / sharesshares | Jul. 31, 2014$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants exercise price (in USD per share) | $ / shares | $ 11.50 | $ 1.91 | |||||
Expiration period | 5 years | ||||||
Redeemable price per share (in USD per share) | $ / shares | $ 0.01 | ||||||
Written notice period | 30 days | ||||||
Maximum share price Company will send notice of redemption (USD per share) | $ / shares | 18 | ||||||
Threshold trading days | 20 days | ||||||
Threshold trading days period | 30 days | ||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | ||||||
Number of shares exercisable by each warrant (shares) | 1 | ||||||
Warrants to purchase stock | $ | $ 0 | ||||||
Payments of stock issuance costs | $ | 19,936,000 | $ 0 | $ 0 | ||||
Dividends, common stock | $ | $ 0 | ||||||
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued (shares) | 0 | 0 | |||||
Preferred stock, shares outstanding (shares) | 0 | 0 | |||||
Period of automatic increases in shares authorized | 10 years | ||||||
Intrinsic value of options | $ | $ 46,000,000 | $ 7,800,000 | $ 3,400,000 | ||||
Unrecognized compensation cost | $ | $ 45,800,000 | ||||||
Amended Public Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reduction of exchange ratio | 10.00% | ||||||
Consent percentage required to amend agreement | 50.00% | ||||||
Percentage of warrants tendered | 99.20% | ||||||
Approval percentage of warrant amendment | 99.20% | ||||||
Payments of stock issuance costs | $ | $ 2,200,000 | ||||||
Class 1 Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, votes per share | vote | 1 | ||||||
Class 1 Common Stock | Public Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares exercisable by each warrant (shares) | 0.30 | ||||||
Class 1 Common Stock | Amended Public Warrant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares exercisable by each warrant (shares) | 0.27 | ||||||
Warrant Exchange (shares) | 3,745,628 | ||||||
Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of purchase periods | period | 1 | ||||||
Offering period | 6 months | ||||||
Purchase period | 6 months | ||||||
Employees eligible compensation purpose of purchasing shares under the ESPP | 15.00% | ||||||
Issuance of common stock under stock plans | $ | $ 12,500 | ||||||
Employee exceeds (in shares) | 5,000 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost weighted average period for recognition | 2 years 8 months 12 days | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares received per vested award (in shares) | 1 | ||||||
2020 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 14,526,237 | ||||||
Yearly automatic percent increases in shares authorized | 4.00% | ||||||
2020 Plan | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost weighted average period for recognition | 2 years 6 months | ||||||
Unrecognized compensation cost | $ | $ 8,600,000 | ||||||
2020 ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 1,452,623 | ||||||
Yearly automatic percent increases in shares authorized | 1.00% | ||||||
2020 ESPP | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued in period (in shares) | 114,407 | ||||||
First Day Of Purchase Period | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Purchase price for each share of common stock | 85.00% | ||||||
Last Day Of Purchase Period | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Purchase price for each share of common stock | 85.00% |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-Based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance ( in shares) | shares | 16,170,000 |
Granted (in shares) | shares | 8,599,000 |
Exercised (in shares) | shares | (3,957,000) |
Forfeited (in shares) | shares | (787,000) |
Outstanding, ending balance (in shares) | shares | 20,025,000 |
Vested and expected (in shares) | shares | 17,572,000 |
Exercisable (in shares) | shares | 8,534,000 |
Weighted-Average Exercise Price | |
Outstanding beginning balance (in USD per share) | $ / shares | $ 2.69 |
Granted (in USD per share) | $ / shares | 16.49 |
Exercised (in USD per share) | $ / shares | 1.52 |
Forfeited (in USD per share) | $ / shares | 11.33 |
Outstanding ending balance(in USD per share) | $ / shares | 8.51 |
Vested and expected to vest (in USD per share) | $ / shares | 7.92 |
Exercisable (in USD per share) | $ / shares | $ 4.63 |
Weighted-Average Remaining Contractual Life (in Years) | |
Outstanding at December 31, 2021 | 7 years 9 months 18 days |
Vested and expected to vest at December 31, 2021 | 7 years 8 months 12 days |
Exercisable at December 31, 2021 | 6 years 7 months 6 days |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2021 | $ | $ 60,223 |
Vested and expected to vest at December 31, 2021 | $ | 57,115 |
Exercisable at December 31, 2021 | $ | $ 39,718 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-Based Compensation - Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted-Average Grant Date Fair Value | |||||
Amount paid for tax withholding | $ 4,490 | $ 4,013 | $ 524 | $ 0 | |
Restricted stock units | |||||
Number of Shares | |||||
Unvested, beginning balance (in shares) | 0 | 0 | |||
Granted (in shares) | 0 | 986,000 | |||
Vested (in shares) | (301,000) | ||||
Forfeited (in shares) | (72,000) | ||||
Unvested, ending balance (in shares) | 613,000 | 613,000 | 0 | ||
Weighted-Average Grant Date Fair Value | |||||
Unvested beginning balance (in USD per share) | $ 0 | $ 0 | |||
Granted (in USD per share) | 15.53 | ||||
Vested (in USD per share) | 16.43 | ||||
Forfeited (in USD per share) | 16.80 | ||||
Unvested ending balance (in USD per share) | $ 15.08 | $ 15.08 | $ 0 | ||
Number of shares of common stock withheld from employees for tax withholdings (in shares) | 47,240 | ||||
Amount paid for tax withholding | $ 500 | ||||
Earnout Restricted Stock Units | |||||
Number of Shares | |||||
Granted (in shares) | 836,208 | ||||
Weighted-Average Grant Date Fair Value | |||||
Amount paid for tax withholding | $ 4,000 |
Stockholders' Equity and Stoc_6
Stockholders' Equity and Stock-Based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 26,151 | $ 3,063 | $ 2,114 |
Cost of subscription, transaction, and services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 1,710 | 263 | 133 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,749 | 697 | 384 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,048 | 465 | 296 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 15,644 | $ 1,638 | $ 1,301 |
Stockholders' Equity and Stoc_7
Stockholders' Equity and Stock-Based Compensation - Stock Option Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 0.60% | 0.40% | 1.70% |
Risk-free interest rate, maximum | 1.50% | 1.60% | 2.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 40.00% | 39.00% | 38.00% |
Expected volatility maximum | 42.00% | 45.00% | 40.00% |
Expected life (in years) | 5 years 6 months | 6 years 10 months 24 days | 6 years 10 months 24 days |
Weighted average fair value (in USD per share) | $ 6.43 | $ 1.47 | $ 1.45 |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 0.10% | ||
Risk-free interest rate, maximum | 1.20% | ||
Expected dividend yield | 0.00% | ||
Expected volatility, minimum | 40.00% | ||
Expected volatility maximum | 41.00% | ||
Expected life (in years) | 6 months | ||
Weighted average fair value (in USD per share) | $ 3.19 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Vesting requirements | 4 years | ||
Employer matching contribution, percent of match | 50.00% | ||
Employees' contributions (percent) | 6.00% | ||
Defined contribution plan costs | $ 1.8 | $ 0.4 | $ 1.3 |
Debt - Debt (Details)
Debt - Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ 0 | $ (1,234) |
Net carrying amounts | 0 | 43,429 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 44,663 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jan. 12, 2021 | Jan. 17, 2020 |
Debt Instrument [Line Items] | ||
Repayments of long-term debt | $ 28,300,000 | |
2020 Financing Agreement | ||
Debt Instrument [Line Items] | ||
Debt and line of credit maximum borrowing capacity | 72,500,000 | |
Unamortized debt discount | $ 1,200,000 | |
Loss on extinguishment of debt | $ 1,600,000 | |
2020 Financing Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt face amount | 45,000,000 | |
2020 Financing Agreement | Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Debt maximum borrowing capacity | 20,000,000 | |
2020 Financing Agreement | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit maximum borrowing capacity | 7,500,000 | |
Line of credit maximum borrowing capacity sub-limit increase | $ 4,000,000 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Finance lease right-of-use assets amortization | $ 240 |
Finance lease interest expense | 11 |
Total Finance Lease Cost | 251 |
Operating lease cost | 4,527 |
Short-term lease cost | 97 |
Variable lease cost | 930 |
Sublease income | (323) |
Total lease cost | $ 5,482 |
Operating lease, Weighted average remaining lease term | 10 years 4 months 24 days |
Finance lease, Weighted average remaining lease term | 2 years 3 months 18 days |
Operating lease, Weighted average discount rate | 5.40% |
Finance lease, Weighted average discount rate | 3.70% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease rent expense | $ 5.2 | $ 5.1 |
Leases - Balance Sheet Informat
Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease ROU assets | $ 28,623 | |
Finance lease ROU assets | 313 | |
Total lease assets | 28,936 | |
Current operating lease liabilities | 3,225 | $ 0 |
Current finance lease liabilities | 163 | |
Non-current operating lease liabilities | 32,461 | |
Non-current finance lease liabilities | 150 | |
Total lease liabilities | $ 35,999 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation, Current | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term Debt and Lease Obligation |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flows (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 4,797 |
Operating cash flows from finance leases | (11) |
Finance cash flows from finance leases | (228) |
Operating ROU assets obtained in exchange for lease obligations: | $ 31,185 |
Leases - Lease Maturity (Detail
Leases - Lease Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases | |
2022 | $ 5,055 |
2023 | 4,936 |
2024 | 4,672 |
2025 | 4,287 |
2026 | 4,075 |
Thereafter | 24,115 |
Total minimum lease payments | 47,140 |
Less: Amounts representing interest | (11,454) |
Present value of lease payments | 35,686 |
Finance Leases | |
2022 | 172 |
2023 | 93 |
2024 | 38 |
2025 | 19 |
2026 | 4 |
Thereafter | 0 |
Total minimum lease payments | 326 |
Less: Amounts representing interest | (13) |
Present value of lease payments | $ 313 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ (6) | $ (44) |
State | 24 | 14 | 12 |
Total current | 24 | 8 | (32) |
Deferred: | |||
Federal | 68 | 94 | 138 |
State | 104 | 102 | 54 |
Foreign | (309) | 0 | 0 |
Total deferred | (137) | 196 | 192 |
Income tax expense (benefit) | $ (113) | $ 204 | $ 160 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate applied to pre-tax loss | $ (12,876) | $ (3,533) | $ (4,755) |
Permanent items | 141 | 256 | 115 |
Foreign tax provision | (165) | 0 | 0 |
Stock compensation related expenses | (3,842) | (449) | 274 |
Compensation limitations | 682 | 0 | 0 |
Transaction costs | (453) | 0 | 0 |
Fair value adjustments | 2,106 | 0 | 0 |
State taxes | (2,673) | (458) | (290) |
Valuation allowance | 16,965 | 4,462 | 4,816 |
Other | 2 | (74) | 0 |
Income tax expense (benefit) | $ (113) | $ 204 | $ 160 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Compensation and bonuses | $ 2,955 | $ 1,707 |
Intangible assets | 0 | 2,303 |
Stock-based compensation | 4,225 | 620 |
Accrued expenses and other | 847 | 863 |
Net operating loss carryforwards | 32,625 | 20,242 |
Unearned revenue | 3,499 | 3,179 |
Other carryforwards | 34 | 30 |
Interest expense limitation | 2,286 | 1,652 |
Lease liabilities | 8,868 | 0 |
Deferred rent | 0 | 641 |
Valuation allowance | (41,143) | (24,178) |
Deferred tax assets, net of valuation allowance | 14,196 | 7,059 |
Deferred tax liabilities: | ||
Deferred implementation costs | (2,808) | (2,707) |
ROU assets | (7,113) | 0 |
Fixed assets | (3,603) | (2,723) |
Intangible Assets | (1,319) | 0 |
Goodwill | (3,691) | (2,397) |
Deferred tax liabilities | (18,534) | (7,827) |
Total deferred taxes | $ (4,338) | $ (768) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||
Change in valuation allowance | $ 17 | $ 4.5 | $ 4.8 |
Domestic Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 125.4 | ||
State and Local Jurisdiction | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 83.3 | ||
Foreign Tax Authority | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 3 | ||
Not Subject To Expiration | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | 93.1 | ||
Subject To Expiration | |||
Tax Credit Carryforward [Line Items] | |||
Operating loss carryforwards | $ 32.3 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Unrealized gain (loss) on marketable securities | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 07, 2021 | Dec. 31, 2020 | Apr. 30, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Warrants to purchase stock | $ 0 | ||||
Second Phase | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Revenue growth and profitability targets period | 3 years | ||||
iController BV | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | $ 5,085,000 | ||||
Revenue growth and profitability targets period | 3 years | ||||
Fair value, recurring | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Money market funds | 25,015,000 | ||||
Certificates of deposit | 45,117,000 | ||||
Total Assets | 70,132,000 | ||||
Contingent consideration | $ 660,000 | ||||
Warrants to purchase stock | 1,172,000 | ||||
Total Liabilities | 5,455,000 | 1,832,000 | |||
Fair value, recurring | Second Phase | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 370,000 | ||||
Fair value, recurring | iController BV | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 5,085,000 | ||||
Fair value, recurring | Level 1 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Money market funds | 25,015,000 | ||||
Certificates of deposit | 0 | ||||
Total Assets | 25,015,000 | ||||
Contingent consideration | 0 | ||||
Warrants to purchase stock | 0 | ||||
Total Liabilities | 0 | 0 | |||
Fair value, recurring | Level 1 | Second Phase | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair value, recurring | Level 1 | iController BV | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair value, recurring | Level 2 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Money market funds | 0 | ||||
Certificates of deposit | 45,117,000 | ||||
Total Assets | 45,117,000 | ||||
Contingent consideration | 0 | ||||
Warrants to purchase stock | 0 | ||||
Total Liabilities | 0 | 0 | |||
Fair value, recurring | Level 2 | Second Phase | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair value, recurring | Level 2 | iController BV | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair value, recurring | Level 3 | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Money market funds | 0 | ||||
Certificates of deposit | 0 | ||||
Total Assets | 0 | ||||
Contingent consideration | 660,000 | ||||
Warrants to purchase stock | 1,172,000 | ||||
Total Liabilities | 5,455,000 | $ 1,832,000 | |||
Fair value, recurring | Level 3 | Second Phase | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 370,000 | ||||
Fair value, recurring | Level 3 | iController BV | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | $ 5,085,000 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs (Details) - Fair value, recurring - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent consideration liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 660 | $ 1,066 |
Change in fair value / fair value adjustment to contingent consideration | (290) | (406) |
Acquisition of iController | 5,085 | |
Ending balance | 5,455 | 660 |
Series C Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,172 | 246 |
Change in fair value / fair value adjustment to contingent consideration | 256 | 926 |
Exercise of Series C warrants | (1,428) | |
Ending balance | $ 0 | $ 1,172 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Assets held under finance leases | $ 3,509 | ||
Total property and equipment | 32,096 | $ 32,218 | |
Less: accumulated depreciation and amortization | (16,580) | ||
Less: accumulated depreciation and amortization | (15,568) | ||
Total property and equipment, net | 15,516 | ||
Total property and equipment, net | 16,650 | ||
Depreciation and amortization | 5,516 | 5,624 | $ 5,881 |
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 3,300 | 3,400 | $ 2,700 |
Assets held under finance leases | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,752 | ||
Computer, print and mail equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,857 | 7,998 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 4,275 | 4,073 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 12,127 | 12,120 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,222 | 1,437 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 95 | 115 | |
Internal software development | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,011 | 2,644 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 0 | $ 79 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 19,051 | $ 12,067 |
Accrued compensation | 16,093 | 9,812 |
Accrued professional services, taxes, and other expenses | 7,894 | 5,368 |
Operating lease liabilities, current portion | 3,225 | 0 |
Total accrued expenses and other current liabilities | 46,263 | $ 27,247 |
Payments of deferred compensation costs | $ 1,200 |
Operating Segment and Enterpr_3
Operating Segment and Enterprise Wide Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Revenues: | |||
Subscription, transaction, and services | $ 131,574 | $ 108,569 | $ 96,460 |
Reimbursable costs | 34,831 | 37,116 | 40,008 |
Total revenues | 166,405 | 145,685 | 136,468 |
Cost of revenues: | |||
Cost of subscription, transaction, and services | 37,043 | 32,531 | 32,015 |
Cost of reimbursable costs | 34,831 | 37,116 | 40,008 |
Total cost of revenues, excluding depreciation and amortization | 71,874 | 69,647 | 72,023 |
Gross Profit [Abstract] | |||
Total segment gross profit (loss) | $ 94,531 | $ 76,038 | $ 64,445 |
Total segment gross margin | 57.00% | 52.00% | 47.00% |
Subscription, transaction, and services gross margin | 72.00% | 70.00% | 67.00% |
Unallocated amounts: | |||
Sales, marketing, research, development, and administrative expenses | $ 138,033 | $ 82,076 | $ 79,680 |
Depreciation and amortization | 5,516 | 5,624 | 5,881 |
Interest, loss on extinguishment of debt, changes in fair value of financial instruments, and other expenses | 12,295 | 5,161 | 1,527 |
Loss before income taxes | (61,313) | (16,823) | (22,643) |
Subscription and transaction | |||
Revenues: | |||
Subscription, transaction, and services | 121,321 | 99,609 | 89,476 |
Services and other | |||
Revenues: | |||
Subscription, transaction, and services | 10,253 | 8,960 | 6,984 |
Operating segments | Print | |||
Revenues: | |||
Subscription, transaction, and services | 17,444 | 18,445 | 20,612 |
Reimbursable costs | 34,831 | 37,116 | 40,008 |
Total revenues | 52,275 | 55,561 | 60,620 |
Cost of revenues: | |||
Cost of subscription, transaction, and services | 6,880 | 8,492 | 9,642 |
Cost of reimbursable costs | 34,831 | 37,116 | 40,008 |
Total cost of revenues, excluding depreciation and amortization | 41,711 | 45,608 | 49,650 |
Gross Profit [Abstract] | |||
Total segment gross profit (loss) | $ 10,564 | $ 9,953 | $ 10,970 |
Total segment gross margin | 20.00% | 18.00% | 18.00% |
Subscription, transaction, and services gross margin | 61.00% | 54.00% | 53.00% |
Operating segments | Print | Subscription and transaction | |||
Revenues: | |||
Subscription, transaction, and services | $ 17,444 | $ 18,445 | $ 20,612 |
Operating segments | Print | Services and other | |||
Revenues: | |||
Subscription, transaction, and services | 0 | 0 | 0 |
Operating segments | Software and Payments | |||
Revenues: | |||
Subscription, transaction, and services | 103,877 | 81,164 | 68,864 |
Reimbursable costs | 0 | 0 | 0 |
Total revenues | 103,877 | 81,164 | 68,864 |
Cost of revenues: | |||
Cost of subscription, transaction, and services | 15,429 | 12,571 | 11,900 |
Cost of reimbursable costs | 0 | 0 | 0 |
Total cost of revenues, excluding depreciation and amortization | 15,429 | 12,571 | 11,900 |
Gross Profit [Abstract] | |||
Total segment gross profit (loss) | $ 88,448 | $ 68,593 | $ 56,964 |
Total segment gross margin | 85.00% | 85.00% | 83.00% |
Subscription, transaction, and services gross margin | 85.00% | 85.00% | 83.00% |
Operating segments | Software and Payments | Subscription and transaction | |||
Revenues: | |||
Subscription, transaction, and services | $ 103,877 | $ 81,164 | $ 68,864 |
Operating segments | Software and Payments | Services and other | |||
Revenues: | |||
Subscription, transaction, and services | 0 | 0 | 0 |
All other | |||
Revenues: | |||
Subscription, transaction, and services | 10,253 | 8,960 | 6,984 |
Reimbursable costs | 0 | 0 | 0 |
Total revenues | 10,253 | 8,960 | 6,984 |
Cost of revenues: | |||
Cost of subscription, transaction, and services | 14,734 | 11,468 | 10,473 |
Cost of reimbursable costs | 0 | 0 | 0 |
Total cost of revenues, excluding depreciation and amortization | 14,734 | 11,468 | 10,473 |
Gross Profit [Abstract] | |||
Total segment gross profit (loss) | $ (4,481) | $ (2,508) | $ (3,489) |
Total segment gross margin | (44.00%) | (28.00%) | (50.00%) |
Subscription, transaction, and services gross margin | (44.00%) | (28.00%) | (50.00%) |
All other | Subscription and transaction | |||
Revenues: | |||
Subscription, transaction, and services | $ 0 | $ 0 | $ 0 |
All other | Services and other | |||
Revenues: | |||
Subscription, transaction, and services | $ 10,253 | $ 8,960 | $ 6,984 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 06, 2021 | Jan. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||
Number of shares issued (shares) | 20,000,000 | ||||
The Offering | |||||
Related Party Transaction [Line Items] | |||||
Transaction costs | $ 0.5 | ||||
Class 1 Common Stock | The Offering | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued (shares) | 10,350,000 | ||||
Price per share (USD per share) | $ 12.25 | ||||
Proceeds from issuance of common stock | $ 126.8 | ||||
Portfolio Companies | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 0.5 | $ 0.4 | $ 0.3 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment, remaining minimum amount committed | $ 0.5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 14, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||
Cash paid | $ 56,833 | $ 0 | $ 6,335 | ||
Subsequent Event | Order2Cash | |||||
Subsequent Event [Line Items] | |||||
Equity interest acquired | 100.00% | ||||
Cash paid | $ 58,200 | $ 900 | |||
Contingent consideration | $ 700 | ||||
Additional earnings by acquiree after closing date | 4 years |