Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 12, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Rimini Street, Inc. | ||
Entity Central Index Key | 1,635,282 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 157,130,000 | ||
Trading Symbol | RMNI | ||
Entity Common Stock, Shares Outstanding | 59,410,816 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 21,950 | $ 9,385 | |
Restricted cash | 18,077 | 18,852 | |
Accounts receivable, net of allowance of $51 and $36, respectively | 63,525 | 55,324 | |
Prepaid expenses and other | 8,560 | 5,748 | |
Total current assets | 112,112 | 89,309 | |
Long-term assets: | |||
Property and equipment, net | 4,255 | 4,559 | |
Deferred debt issuance costs, net | 3,520 | 3,950 | |
Deposits and other | 1,565 | 965 | |
Deferred income taxes, net | 719 | 595 | |
Total assets | 122,171 | 99,378 | |
Current liabilities: | |||
Current maturities of long-term debt | 15,500 | 24,750 | |
Accounts payable | 10,137 | 8,839 | |
Accrued compensation, benefits and commissions | 18,154 | 18,304 | |
Other accrued liabilities | 22,920 | 18,346 | |
Deferred insurance settlement | 8,033 | 0 | |
Liability for embedded derivatives | 1,600 | 5,400 | |
Deferred revenue | 152,390 | 137,293 | |
Total current liabilities | 228,734 | 212,932 | |
Long-term liabilities: | |||
Long-term debt, net of current maturities | 66,613 | 63,314 | |
Deferred revenue | 29,182 | 27,538 | |
Liability for redeemable warrants | 0 | 7,269 | |
Other long-term liabilities | 7,943 | 1,835 | |
Total liabilities | 332,472 | 312,888 | |
Commitments and contingencies (Note 10) | |||
Stockholders’ deficit: | |||
Preferred stock | [1] | 0 | 0 |
Common stock; $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 59,314 and 24,282 shares as of December 31, 2017 and 2016, respectively | [1] | 6 | 2 |
Additional paid-in capital | [1] | 94,967 | 19,102 |
Accumulated other comprehensive loss | [1] | (867) | (1,046) |
Accumulated deficit | [1] | (304,407) | (251,110) |
Total stockholders’ deficit | [1] | (210,301) | (213,510) |
Total liabilities and stockholders’ deficit | 122,171 | 99,378 | |
RSI Convertible Preferred Stock [Member] | |||
Stockholders’ deficit: | |||
Preferred stock | [1] | $ 0 | $ 19,542 |
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Allowance for Doubtful Accounts Receivable, Current | $ 51 | $ 36 | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Preferred Stock Liquidation Amount | $ 0 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Common Stock, Shares, Issued | 59,314 | 24,282 | ||
Common Stock, Shares, Outstanding | 59,314 | 24,282 | ||
RSI convertible preferred stock [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 0 | 100,486 | ||
Preferred Stock, Shares Issued | 0 | 100,486 | [1] | |
Preferred Stock, Shares Outstanding | 0 | 100,486 | ||
Preferred Stock Liquidation Amount | [2] | $ 20,551 | ||
[1] | Represents the number of shares of RSI Preferred Stock by series that were authorized, issued and outstanding. Each issued and outstanding share of RSI Preferred Stock was convertible into one share of RSI common stock. | |||
[2] | In the event of a liquidation, sale, dissolution, change of control, or winding up of the Company, whether voluntary or involuntary, the holders of RSI Preferred Stock were entitled to receive, prior and in preference to the holders of RSI Common Stock, any distribution of the assets of the Company in an amount equal to the sum of (i) the original issuance price of $0.1000 for Series A, $0.2594 for Series B, and $0.1772 for Series C Preferred Stock, and (ii) all declared but unpaid dividends on such share of RSI Preferred Stock (collectively, the “Liquidation Preference”). In the event funds were insufficient to make a complete distribution to all holders of RSI Preferred Stock, the remaining assets would have been distributed with equal priority and pro rata among the holders of each series of RSI Preferred Stock so that each holder would have received the same percentage of the applicable preferential amount. After full payment of the Liquidation Preference to the holders of RSI Preferred Stock, the remaining assets would have been distributed with equal priority and pro rata to the holders of RSI Common Stock based on the number of shares of RSI Common Stock held by each common stockholder. |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Net revenue | $ 212,633 | $ 160,175 | $ 118,163 | |
Cost of revenue | 82,898 | 67,045 | 52,766 | |
Gross profit | 129,735 | 93,130 | 65,397 | |
Operating expenses: | ||||
Sales and marketing | 66,759 | 72,936 | 50,330 | |
General and administrative | 36,144 | 36,212 | 24,220 | |
Litigation costs and related insurance recoveries: | ||||
Litigation settlement and pre-judgment interest | 0 | 2,920 | 21,411 | |
Professional fees and other defense costs of litigation | 17,171 | 21,379 | 17,140 | |
Insurance recoveries | (12,311) | (54,248) | (5,819) | |
Total operating expenses | 107,763 | 79,199 | 107,282 | |
Operating income (loss) | 21,972 | 13,931 | (41,885) | |
Non-operating expenses: | ||||
Interest expense | (43,357) | (13,356) | (829) | |
Other debt financing expenses | (18,361) | (6,372) | 0 | |
Gain (loss) from change in fair value of redeemable warrants | (16,352) | 1,578 | 0 | |
Gain (loss) from change in fair value of embedded derivatives | 3,800 | (5,400) | 0 | |
Other income (expense), net | 320 | (1,786) | (1,104) | |
Loss before income taxes | (51,978) | (11,405) | (43,818) | |
Income tax expense | (1,319) | (1,532) | (1,451) | |
Net loss | (53,297) | (12,937) | (45,269) | |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | 179 | (500) | (227) | |
Comprehensive loss | (53,118) | (13,437) | (45,496) | |
Net loss attributable to common stockholders: | ||||
Net loss | (53,297) | (12,937) | (45,269) | |
Deemed dividend for beneficial conversion feature of RSI Preferred Stock | [1] | 0 | (10,000) | 0 |
Net loss attributable to common stockholders | $ (53,297) | $ (22,937) | $ (45,269) | |
Net loss per share attributable to common stockholders (basic and diluted) | [2] | $ (1.65) | $ (0.95) | $ (1.87) |
Weighted average number of shares of Common Stock outstanding (basic and diluted) | [2] | 32,229 | 24,262 | 24,222 |
[1] | Represents beneficial conversion feature related to RSI Series C Preferred Stock issued in October 2016 as discussed in Note 8. | |||
[2] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | [1] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Convertible Preferred Stock [Member] | ||||
Balance at Dec. 31, 2014 | $ (169,205) | $ 2 | [1] | $ 14,381 | $ (319) | $ (192,904) | $ 9,635 | [1] | |||
Balance (in shares) at Dec. 31, 2014 | [1] | 24,200 | 44,045 | ||||||||
Stock-based compensation | 2,272 | $ 0 | [1] | 2,272 | 0 | 0 | $ 0 | [1] | |||
Warrant fair value adjustment | 59 | 0 | [1] | 59 | 0 | 0 | 0 | [1] | |||
Issuance of shares upon exercise of stock options | 51 | $ 0 | [1] | 51 | 0 | 0 | $ 0 | [1] | |||
Issuance of shares upon exercise of stock options (in shares) | [1] | 47 | 0 | ||||||||
Issuance of Common Stock: | |||||||||||
Foreign currency translation gain (loss) | (227) | $ 0 | [1] | 0 | (227) | 0 | $ 0 | [1] | |||
Net loss | (45,269) | 0 | [1] | 0 | 0 | (45,269) | 0 | [1] | |||
Balance at Dec. 31, 2015 | (212,319) | $ 2 | [1] | 16,763 | (546) | (238,173) | $ 9,635 | [1] | |||
Balance (in shares) at Dec. 31, 2015 | [1] | 24,247 | 44,045 | ||||||||
Issuance of Series C Preferred Stock | 10,001 | $ 0 | [1] | 0 | 0 | 0 | $ 10,001 | [1] | |||
Issuance of Series C Preferred Stock (in shares) | [1] | 0 | 56,441 | ||||||||
RSI Series C Convertible Preferred Stock offering costs | (94) | $ 0 | [1] | 0 | 0 | 0 | $ (94) | [1] | |||
Beneficial conversion feature of Series C Preferred Stock | 10,000 | 0 | [1] | 10,000 | 0 | 0 | 0 | [1] | |||
Deemed dividend for beneficial conversion features | (10,000) | 0 | [1] | (10,000) | 0 | 0 | 0 | [1] | |||
Stock-based compensation | 2,297 | 0 | [1] | 2,297 | 0 | 0 | 0 | [1] | |||
Warrant fair value adjustment | (7) | 0 | [1] | (7) | 0 | 0 | 0 | [1] | |||
Issuance of shares upon exercise of stock options | 49 | $ 0 | [1] | 49 | 0 | 0 | $ 0 | [1] | |||
Issuance of shares upon exercise of stock options (in shares) | [1] | 35 | 0 | ||||||||
Issuance of Common Stock: | |||||||||||
Foreign currency translation gain (loss) | (500) | $ 0 | [1] | 0 | (500) | 0 | $ 0 | [1] | |||
Net loss | (12,937) | 0 | [1] | 0 | 0 | (12,937) | 0 | [1] | |||
Balance at Dec. 31, 2016 | (213,510) | [1] | $ 2 | [1] | 19,102 | (1,046) | (251,110) | $ 19,542 | [1] | ||
Balance (in shares) at Dec. 31, 2016 | [1] | 24,282 | 100,486 | ||||||||
Stock-based compensation | 2,963 | $ 0 | [1] | 2,963 | 0 | 0 | $ 0 | [1] | |||
Warrant fair value adjustment | 380 | 0 | [1] | 380 | 0 | 0 | 0 | [1] | |||
Issuance of shares upon exercise of stock options | 872 | $ 0 | [1] | 872 | 0 | 0 | $ 0 | [1] | |||
Issuance of shares upon exercise of stock options (in shares) | [1] | 1,219 | 0 | ||||||||
Give effect to Mergers and reverse recapitalization: | |||||||||||
Conversion of RSI Preferred Stock | 0 | $ 3 | [1] | 19,539 | 0 | 0 | $ (19,542) | [1] | |||
Conversion of RSI Preferred Stock (in shares) | [1] | 24,058 | (100,486) | ||||||||
Cashless exercise of warrant | 0 | $ 0 | [1] | 0 | 0 | 0 | $ 0 | [1] | |||
Cashless exercise of warrant (in shares) | [1] | 43 | 0 | ||||||||
Elimination of redemption liability for Origination Agent warrants | 23,621 | $ 0 | [1] | 23,621 | 0 | 0 | $ 0 | [1] | |||
Issuance of Common Stock: | |||||||||||
Net equity infusion from Mergers | 38,927 | $ 1 | [1] | 38,926 | 0 | 0 | $ 0 | [1] | |||
Net equity infusion from Mergers (in shares) | [1] | 9,324 | 0 | ||||||||
Financial advisors for transaction costs | 3,884 | $ 0 | [1] | 3,884 | 0 | 0 | $ 0 | [1] | |||
Financial advisors for transaction costs (in shares) | [1] | 388 | 0 | ||||||||
Transaction costs incurred by RSI | (14,282) | $ 0 | [1] | (14,282) | 0 | 0 | $ 0 | [1] | |||
Cash paid to settle stock options of former employees | (38) | 0 | [1] | (38) | 0 | 0 | 0 | [1] | |||
Foreign currency translation gain (loss) | 179 | 0 | [1] | 0 | 179 | 0 | 0 | [1] | |||
Net loss | (53,297) | 0 | [1] | 0 | 0 | (53,297) | 0 | [1] | |||
Balance at Dec. 31, 2017 | $ (210,301) | [1] | $ 6 | [1] | $ 94,967 | $ (867) | $ (304,407) | $ 0 | [1] | ||
Balance (in shares) at Dec. 31, 2017 | [1] | 59,314 | 0 | ||||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (53,297) | $ (12,937) | $ (45,269) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Accretion and amortization of debt discount and issuance costs | 24,890 | 10,121 | 0 | |
Write-off of debt discount and issuance costs | 12,071 | [1] | 0 | 0 |
Loss (gain) from change in fair value of redeemable warrants | 16,352 | (1,578) | 0 | |
Loss (gain) from change in fair value of embedded derivatives | (3,800) | 5,400 | 0 | |
Paid-in-kind interest expense | 2,966 | 900 | 0 | |
Stock-based compensation expense | 2,963 | 2,297 | 2,272 | |
Depreciation and amortization | 1,973 | 1,783 | 1,451 | |
Deferred income taxes | (124) | (520) | (379) | |
Other | 381 | 0 | 131 | |
Make-whole applicable premium included in interest expense | 4,607 | 0 | 0 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,348) | (14,663) | (8,501) | |
Prepaid expenses, deposits and other | (3,279) | (1,427) | (2,676) | |
Accounts payable | 1,200 | 4,636 | 2,257 | |
Accrued compensation, benefits, commissions and other liabilities | 5,623 | 10,759 | 8,621 | |
Deferred insurance settlement | 8,033 | 0 | 0 | |
Accrued litigation settlement | 0 | (121,411) | 21,411 | |
Deferred revenue | 16,952 | 57,031 | 22,255 | |
Net cash provided by (used in) operating activities | 29,163 | (59,609) | 1,573 | |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||||
Capital expenditures | (1,392) | (1,188) | (1,747) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from capital infusion in reverse recapitalization | 42,414 | 0 | 0 | |
Principal payments on borrowings | (41,994) | (15,313) | (432) | |
Make-whole applicable premium related to prepayment of borrowings | (4,607) | 0 | 0 | |
Payments for offering costs | (12,247) | 0 | 0 | |
Principal payments on capital leases | (776) | (733) | (430) | |
Debt issuance costs paid | (114) | (560) | (31) | |
Proceeds from exercise of employee stock options | 872 | 44 | 51 | |
Cash paid to settle stock options of former employees | (38) | 0 | 0 | |
Net proceeds from borrowings | 0 | 83,743 | 0 | |
Net proceeds from issuance of Series C Preferred Stock | 0 | 9,907 | 0 | |
Net cash provided by (used in) financing activities | (16,490) | 77,088 | (842) | |
Non-cash investing and financing activities: | ||||
Effect of foreign currency translation changes | 509 | (613) | (285) | |
Net change in cash, cash equivalents and restricted cash | 11,790 | 15,678 | (1,301) | |
Cash, cash equivalents and restricted cash at beginning of year | 28,237 | 12,559 | 13,860 | |
Cash, cash equivalents and restricted cash at end of year | 40,027 | 28,237 | 12,559 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 16,542 | 2,972 | 829 | |
Cash paid for income taxes | 1,730 | 1,609 | 907 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Credit Facility exit fee obligations converted to principal | 50,000 | 0 | 0 | |
Liability for mandatory fees and related debt discount under Credit Facility: | ||||
Adjustment for updated calculation of mandatory trigger event exit fees | 9,414 | 9,957 | 0 | |
Balance at inception of Credit Facility | 0 | 45,301 | 0 | |
Adjustment for mandatory consulting fees due to amendment | 0 | 6,000 | 0 | |
Elimination of redemption liability for Origination Agent warrants | 23,621 | 0 | 0 | |
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers | 19,542 | 0 | 0 | |
Increase in payables for debt discount for amendment fees under Credit Facility | 5,000 | 0 | 0 | |
RSI financial advisor for transaction costs | 2,375 | 0 | 0 | |
GPIA deferred underwriting fee liability as reduction of capital infusion | 1,509 | 0 | 0 | |
Assumption of note payable to GP Sponsor in connection with the Mergers | 1,992 | 0 | 0 | |
Purchase of equipment under capital lease obligations | 214 | 868 | 769 | |
Increase in payables for capital expenditures | 65 | 47 | 26 | |
Acquisition of prepaid expenses in connection with the Mergers | 14 | 0 | 0 | |
Deemed dividend for beneficial conversion feature related to RSI Preferred Stock | 0 | 10,000 | 0 | |
Issuance of redeemable warrant in connection with the Credit Facility | $ 0 | $ 8,847 | $ 0 | |
[1] | Consists of the write-off of the proportional DIC associated with $21.5 million of principal prepayments and $5.0 million of mandatory Trigger Event exit fee prepayments for the year ended December 31, 2017. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 BASIS OF PRESENTATION Rimini Street, Inc. (“RSI”) was incorporated in the state of Nevada in September 2005. RSI provides enterprise software support services. In May 2017, RSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GP Investments Acquisition Corp. (“GPIA”), a publicly-held special purpose acquisition company (“SPAC”) incorporated in the Cayman Islands and formed for the purpose of effecting a business combination with one or more businesses. As discussed in Note 3, the Merger Agreement was approved by the respective shareholders of RSI and GPIA in October 2017, and closing occurred on October 10, 2017, resulting in (i) the merger of a wholly-owned subsidiary of GPIA with and into RSI, with RSI as the surviving corporation, after which (ii) RSI merged with and into GPIA, with GPIA as the surviving corporation and renamed “Rimini Street, Inc.” (referred to herein as “RMNI”, as distinguished from RSI, which is defined as the predecessor entity with the same legal name) immediately after consummation of the second merger. The transactions associated with the first merger and the second merger are referred to herein as the “Mergers”. The accompanying financial statements refer to the “Company” to include the accounts and activities of RSI before the Mergers, and those of RMNI after the Mergers, except where the context indicates otherwise. RSI’s capital structure consisted of Series A, B and C Convertible Preferred Stock (“RSI Preferred Stock”) and Class A and B Common Stock (“RSI Common Stock”). RSI Preferred Stock and RSI Common Stock are collectively referred to as “RSI Capital Stock”. Since GPIA was a non-operating public shell company, the Mergers have been accounted for as a capital transaction rather than a business combination. Specifically, the transaction was accounted for as a reverse recapitalization consisting of the issuance of RMNI Common Stock by RSI for the net monetary assets of GPIA accompanied by a recapitalization. Accordingly, the net monetary assets received by RMNI as a result of the Mergers with GPIA have been treated as a capital infusion on the closing date. In order to reflect the change in capitalization, the historical capitalization related to shares of RSI Common Stock have been retroactively restated based on the exchange ratio as if shares of RMNI Common Stock had been issued as of the later of (i) the issuance date of the shares, or (ii) the earliest period presented in the accompanying consolidated financial statements. As discussed in Note 6, the conversion of RSI Preferred Stock to RMNI Common Stock required the affirmative vote by the respective holders of RSI Preferred Stock. Therefore, conversion is not reflected until October 10, 2017, and the capital structure of RMNI is deemed to include the RSI Preferred Stock until consummation of the Mergers. As the surviving legal entity, the legal capital structure of GPIA is maintained post-merger, while the amounts associated with the historical capital activities and retained earnings of GPIA were eliminated since the amounts associated with the historical capital activities and operations are deemed to be those of RSI, the operating company and predecessor for accounting purposes. Prior to the consummation of the Mergers, GPIA domesticated as a Delaware corporation (the “Delaware Domestication”) and is authorized to issue up to one billion shares of $ 0.0001 100 0.0001 The exchange ratio for the Mergers resulted in the issuance of approximately 0.2394 9.3 83 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Significant Accounting Policies [Text Block] | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. As of December 31, 2017, the Company had available cash, cash equivalents and restricted cash of $ 40.0 42.4 7.9 5.0 11.9 25.5 34.6 5.7 Upon completion of the Mergers discussed in Notes 1 and 3, the Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. GPIA previously elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. In addition to the accounting for the reverse recapitalization discussed in Note 1, certain amounts in the consolidated financial statements of RSI issued for prior years have been reclassified to conform to the Company’s presentation for the current year. These reclassifications had no effect on the previously reported net loss, working capital deficit, stockholders’ deficit and cash flows. The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, accounts receivable, valuation assumptions for stock options, embedded derivatives and warrants, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation may be affected. Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in providing services, development of sales and distribution channels, and its ability to generate significant revenues and cash flows from the use of this expertise. The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis for purposes of making operating decisions and assessing financial performance. The entity-level financial information is identical to the information presented in the accompanying consolidated statements of operations and comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment. All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash and cash equivalents consist primarily of demand deposits with financial institutions. Payments received from customers are initially deposited in cash accounts controlled by an agent of the Company’s lenders under the Credit Facility discussed in Note 5. Restricted cash also includes demand deposits that are pledged as collateral for corporate credit card debts. On a monthly basis, the Company submits a request to release the restricted funds and, upon approval, the funds are transferred to the Company’s bank accounts that are classified as cash and cash equivalents. Years Computer equipment 1-3 Furniture and fixtures 3-7 Capitalized software costs 3 Leasehold improvements Up to 8 years, not to exceed lease term Maintenance and repairs are expensed as incurred. Application development costs related to internal use software projects are capitalized and included in property and equipment. Preliminary planning activities and post implementation activities for internal use software projects are expensed as incurred. Construction-in-progress primarily consists of computer equipment and leasehold improvements that have not yet been placed into service for their intended use. Depreciation commences when assets are initially placed into service for their intended use. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment and other long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Impairment for intangible software assets is based upon an assessment of net realizable value. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred in the years presented. Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt financing and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Debt issuance costs are allocated proportionately between funded and unfunded portions of debt. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Debt issuance costs and discounts related to funded debt are presented in the accompanying consolidated balance sheet as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Debt issuance costs related to unfunded debt is presented in the accompanying consolidated balance sheets as a long-term asset and are amortized using the straight-line method over the contractual term of the debt agreement. Unamortized deferred debt issuance costs are not charged to expense when the related debt becomes a demand obligation due to the violation of terms so long as it is probable that the lenders will either waive the violation or will agree to amend or restructure the terms of the indebtedness. If either circumstance is probable, the deferred debt issuance costs continue to be amortized over the remaining term of the initial amortization period. If it is not probable, the costs will be charged to expense. Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to stockholders’ deficit in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. Revenue is derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. A substantial majority of revenue is from support services, and revenue from other sources has been minimal to date. Revenues are recognized when all the following criteria are met: ⋅ Persuasive evidence of an arrangement exists . The Company generally relies on a written sales contract to determine the existence of an arrangement. ⋅ Delivery has occurred . The Company considers delivery to have occurred over the contractual term when support service is available to the customer in the manner prescribed in the contractual arrangement, and when there are no further additional performance or delivery obligations. ⋅ Fee is fixed or determinable . The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment. ⋅ Collection is reasonably assured . Collection is deemed probable if the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. Previous uncollectable receivables have not had a material impact on the consolidated financial statements for the periods presented. The Company recognizes its support services revenue provided on third-party software in accordance with Accounting Standards Codification (ASC) 605 , Revenue Recognition In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements. The terms of software licenses and services support are the same, and when support services are terminated, the software license is also terminated. To date software has not been licensed separately, but rather has only been licensed along with service support arrangements. The Company applies the provisions of ASC 985-605, Software Revenue Recognition Domestic sales taxes of $ 2.6 1.9 1.3 0.4 0.5 0.3 Deferred revenue consists of billings issued that are non-cancellable but not yet paid and payments received in advance of revenue recognition. The Company typically invoices its customers at the beginning of the contract term, in annual and multi-year installments. Deferred revenue that is anticipated to be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as long-term deferred revenue. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may either be in excess or less than the estimated allowance. Advertising costs are charged to sales and marketing expense in the period incurred. Legal fees and costs are charged to general and administrative expense as incurred, other than legal fees and costs that are accounted for as deferred offering costs and debt issuance costs. The proceeds from legal fee insurance coverage prepaid settlements are being accounted for as a deferred liability that is being reduced as legal expenses related to the litigation are incurred in the future. The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest whereby estimates of forfeitures are based upon historical experience. In addition, the Company utilized the BSM option-pricing model to estimate the fair value of warrants granted in exchange for a financial performance guarantee. The fair value of such warrants was charged to expense on a straight-line basis over the requisite service period. For warrants where a performance commitment date has not been established, the fair value is adjusted periodically until the commitment date occurs. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded separately from the carrying value of the host contract, with subsequent changes in the estimated fair value recorded as a non-operating gain or loss in the Company’s consolidated statements of operations. A beneficial conversion feature is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of a deemed dividend. A conversion option is in the money if the conversion price is lower than the fair value of a share into which it is convertible. The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. Interest and penalties related to income taxes are recognized in the provision for income taxes. The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The asset and liability accounts of the foreign subsidiaries are translated from their local currencies at the exchange rates in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses resulting from the translation of the subsidiary balance sheets are recorded net of tax as a component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date. Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed using the treasury stock method by giving effect to the exercise of all potential shares of common stock, including stock options and warrants, and the conversion of RSI Preferred Stock, to the extent dilutive. RSI Preferred Stock participated in dividends but was not considered participating securities when there was a net loss because the holders did not have a contractual obligation to share in the losses. Recently Adopted Standards. The following recently issued accounting standards were adopted during fiscal year 2017: In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments. 4.6 Standards Required to be Adopted in Future Years. The following accounting standards are not yet effective; Management has not completed its evaluation to determine the impact that adoption of these standards will have on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation: Scope of Modification Accounting |
MERGER AGREEMENT AND REVERSE RE
MERGER AGREEMENT AND REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 3 MERGER AGREEMENT AND REVERSE RECAPITALIZATION Merger Agreement As discussed in Note 1, on October 10, 2017, RSI and GPIA entered into the Merger Agreement, which has been accounted for as a reverse recapitalization. Pursuant to the Merger Agreement, the consummation of the first merger was conditioned upon, among other things there being (i) a minimum of $50.0 million of cash available to GPIA (including the cash in GPIA’s trust account and any cash provided by an affiliate of GPIA, GPIC Ltd, a Bermuda company (“GP Sponsor”) pursuant to its equity commitment) and (ii) a minimum amount of immediately available cash in the GPIA trust account of not less than $5.0 million after giving effect to the redemption of GPIA public shares. 10.00 35.0 GPIA’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of approximately 14.3 143.9 5.7 14.3 3.6 10.00 36.0 50.3 42.4 9.3 Total Available Shares Cash Balances, October 9, 2017 20,009,776 $ 158,219 Less redemption of GPIA shares prior to the Mergers (14,286,064) (143,904) Balances before backstop equity financing 5,723,712 14,315 GP Sponsor subscription for 3,600,000 shares at $10.00 per share 3,600,000 36,000 Balances prior to consummation of the Mergers 9,323,712 $ 50,315 In connection with the Mergers, an outstanding loan payable to GP Sponsor with a face amount of approximately $ 3.0 2.0 1.5 150,937 10.00 38.9 GPIA available cash prior to consummation of the Mergers $ 50,315 Less permitted cash payments prior to consummation of the Mergers: GPIA deferred underwriting fee liability (4,550) GPIA transaction costs related to the Mergers (3,351) Net cash proceeds upon consummation of the Mergers 42,414 Other GPIA assets acquired and liabilities assumed in Mergers: Prepaid expenses 14 Deferred underwriting fee liability settled in shares of Common Stock (1,509) Assumed note payable to GP Sponsor (1,992) Net equity infusion from GPIA as of October 10, 2017 $ 38,927 The net cash proceeds from GPIA of $42.4 million were used to (i) pay down $5.0 million of mandatory Trigger Event exit fees due to the Origination Agent as discussed in Note 5, (ii) pay transaction costs payable in cash that were incurred by RSI of approximately $11.9 million, and (iii) the remainder of approximately $25.5 million was deposited to a restricted cash control account under the Credit Facility. The aggregate purchase price for RSI as set forth in the Merger Agreement was $ 775.0 Outstanding options to purchase shares of RSI’s Capital Stock granted under the 2007 Plan and 2013 Plan (each as defined in Note 7) converted into stock options for shares of RMNI Common Stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Merger Agreement, after giving effect to the Exchange Ratio. The warrants discussed in Note 8 held by the Origination Agent (as defined in Note 5) were modified to provide for the issuance of additional warrants. All of the warrants held by the Origination Agent converted into warrants for shares of RMNI Common Stock with the exercise price and number of shares adjusted to give effect for the Exchange Ratio. Additionally, the anti-dilution provisions discussed in Note 5, and the cash redemption feature discussed in Note 8, were eliminated with respect to the Origination Agent warrants upon consummation of the Mergers. Lock-Up and Escrow Share Arrangements Certain former stockholders of RSI and GPIA have agreed to lock-up restrictions regarding the future transfer of an aggregate of approximately 45.2 In order to secure the indemnification, reimbursement and other rights of GPIA under the Merger Agreement, certain major shareholders of RSI agreed to place an aggregate of 5.5 Transaction Costs and Financial Advisory Fees GPIA and RSI were obligated to pay certain financial advisory fees that the parties agreed to settle through the issuance of shares of RMNI Common Stock (based upon a value of $10.00 per share of RMNI Common Stock). As a result, upon consummation of the Mergers an aggregate of 388,437 3.9 14.3 2.4 Capitalization Adjustments RSI Capital Stock Number of Type Series/ Class Shares Preferred A 5,499,900 (1) Preferred B 38,545,560 (1) Preferred C 56,441,036 (1) Common A 529,329 (1) Common B 102,925,500 (1) Total shares of RSI Capital Stock as of October 10, 2017 203,941,325 Effect of Exchange Ratio to convert RSI Capital Stock to Common Stock 48,826,159 (2) Adjustment for fractional shares (67) (3) Cashless exercise of Guarantee Warrant on closing date 42,556 (4) Common Stock issued to former RSI stockholders at closing 48,868,648 (1) Represents the number of shares of RSI Capital Stock issued and outstanding immediately prior to consummation of the Mergers on October 10, 2017. (2) In accounting for the reverse recapitalization, RSI Capital Stock outstanding as of October 10, 2017 was converted to shares of RMNI Common Stock based on the Exchange Ratio. (3) The total number of shares of RMNI Common Stock issued to the former holders of RSI Capital Stock was net of fractional shares resulting from rounding down in the application of the Exchange Ratio. (4) Adams Street Partners and its affiliates (collectively referred to as “ASP”) agreed to exercise on a cashless basis their Guarantee Warrant for 344,828 1.16 177,751 42,556 |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Financial Information Disclosure [Text Block] | NOTE 4 OTHER FINANCIAL INFORMATION Cash, cash equivalents and restricted cash 2017 2016 2015 Cash and cash equivalents $ 21,950 $ 9,385 $ 12,457 Restricted cash: Control accounts under Credit Facility 17,644 18,263 - Corporate credit card debts and other 433 589 102 Total restricted cash 18,077 18,852 102 Total cash, cash equivalents and restricted cash $ 40,027 $ 28,237 $ 12,559 As shown above, the vast majority of restricted cash relates to certain depositary accounts that are subject to control agreements with the lenders under the Credit Facility discussed in Note 5. Allowance for Doubtful Accounts 2017 2016 2015 Allowance, beginning of year $ 36 $ 115 $ 115 Provisions 45 57 55 Write offs, net of recoveries (30) (136) (55) Allowance, end of year $ 51 $ 36 $ 115 Prepaid Expenses and Other Current Assets 2017 2016 Prepaid expenses and deposits $ 5,030 $ 4,500 Foreign tax refunds receivable 1,292 483 Prepaid loan agent and service fees 216 218 Other 2,022 547 Total $ 8,560 $ 5,748 Property and Equipment 2017 2016 Computer equipment $ 6,966 $ 6,033 Furniture and fixtures 2,654 2,406 Capitalized software costs 433 433 Leasehold improvements 1,090 739 Construction-in-progress 59 297 Total property and equipment 11,202 9,908 Less accumulated depreciation (6,947) (5,349) Property and equipment, net $ 4,255 $ 4,559 Depreciation expense was $ 2.0 1.7 1.4 Other Accrued Liabilities 2017 2016 Accrued sales and other taxes $ 11,266 $ 8,411 Accrued professional fees 8,407 7,184 Current maturities of capital lease obligations 533 802 Income taxes payable 485 433 Other accrued expenses 2,229 1,516 Total other accrued liabilities $ 22,920 $ 18,346 As of December 31, 2017 and 2016, accrued professional fees included a 15 2.7 Advertising Advertising costs were $ 1.2 1.3 0.8 Other Income (Expense), Net 2017 2016 2015 Interest income $ 198 $ 27 $ 11 Other expenses (69) (90) (50) Foreign currency transaction gain (loss) 191 (1,724) (1,065) Total other income (expense), net $ 320 $ (1,787) $ (1,104) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 DEBT 2017 2016 Credit Facility, net of discount $ 80,054 $ 88,064 Note payable to GPIA Sponsor, net of discount 2,059 - Total 82,113 88,064 Less current maturities (15,500) (24,750) Long-term debt, net of current maturities $ 66,613 $ 63,314 Credit Facility Overview. 125.0 30.0 65.0 30.0 5.0 2.0 Borrowings under the Credit Facility are collateralized by substantially all assets of the Company, including certain cash depository accounts that are subject to control agreements with the Lenders. As of December 31, 2017 and 2016, the restricted cash balance under the control agreements totaled $ 17.6 18.3 Obligations to Origination Agent. 2.0 6.0 2,651,503 5.64 5.0 8.8 The Credit Facility also requires certain payments to the Origination Agent upon the occurrence of a trigger event (“Trigger Event”), which is defined as the earliest of (i) the debt maturity date of June 2020, (ii) the first date on which all the obligations are repaid in full and the commitments of the Lenders are terminated, (iii) the acceleration of the obligations in the event of a default, (iv) initiation of any insolvency proceeding, foreclosure or deed in lieu of foreclosure, and (v) the termination of the Credit Facility for any reason. Upon a Trigger Event, the Company is required to pay (i) a commitment exit fee, (ii) a continuing origination agent service fee, (iii) a consulting exit fee of $ 14.0 2.0 9.6 19.7 45.3 Interest and Fees. 15.0 12.0 3.0 15.0 The Credit Facility provided for collateral monitoring fees at the rate of 0.5 2.5 15.0 65.0 5.0 30.0 65.0 17.5 2.0 The Company incurs annual loan service and agent fees of $ 0.4 0.2 Accretion and Amortization. As of December 31, 2017 and 2016, accretion of DIC related to the funded portion of the Credit Facility is at an annual rate of 26.3 25.6 41.3 40.6 Principal Prepayments. 18.7 14.1 4.6 In connection with the third amendment to the Credit Facility, the Company made a principal prepayment of $ 2.5 75 4.0 Beginning on April 1, 2017, all customer prepayments for service periods in excess of one year were required to be applied to reduce the outstanding principal balance, resulting in total prepayments of $ 0.9 Equity Issuance Commitment. 35.0 1.0 125.0 1.0 2.5 100.0 1.25 December 31, PIK Liability Cash Payments Amendment Accretion December 31, 2016 Accrual Adjustments Scheduled Prepayments Transfers (1) Costs Expense 2017 Contractual liabilities: Principal balance $ 107,900 $ 2,966 $ - $ (13,500) $ (21,494) $ 50,000 $ - $ - $ 125,872 Mandatory trigger event exit fees 55,258 - 9,414 - (5,000) (50,000) - - 9,672 Mandatory consulting fees 6,000 - - (2,000) - - - - 4,000 Total contractual liability 169,158 2,966 9,414 (15,500) (26,494) - - - 139,544 Debt discount and issuance costs: Original issue discount 2,150 - - - (334) - - - 1,816 Origination fee 5,375 - - - (837) - - - 4,538 Amendment fee 8,600 - - - (1,379) - 4,300 - 11,521 Fair value of warrants 7,608 - - - (1,184) - - - 6,424 Consulting fees to lenders 7,720 - - - (1,201) - - - 6,519 Mandatory trigger event exit fees 55,258 - 9,414 - (9,472) - - - 55,200 Other issuance costs 3,823 - - - (608) - 385 - 3,600 Total discount and issuance costs 90,534 - 9,414 - (15,015) - 4,685 - 89,618 Cumulative accretion (9,440) - - - 2,944 - - (23,632) (30,128) Net discount 81,094 - 9,414 - (12,071) - 4,685 (23,632) 59,490 Net carrying value $ 88,064 $ 2,966 $ - $ (15,500) $ (14,423) $ - $ (4,685) $ 23,632 $ 80,054 (1) Represents the transfer of contractual obligations from mandatory Trigger Event exit fees to principal as required by the Sixth Amendment to the Credit Facility entered into in October 2017. Funded Credit Facility Activity for 2016. June 24, PIK Liability Principal Funding Amendment Accretion December 31, 2016 Accrual Adjustments Borrowings Payments Transfers (1) Costs Expense 2016 Contractual liabilities: Principal balance $ 30,000 $ 900 $ - $ 77,500 $ (500) $ - $ - $ - $ 107,900 Mandatory trigger event exit fees 45,301 - 9,957 - - - - - 55,258 Mandatory consulting fees - - 6,000 - - - - - 6,000 Total contractual liability 75,301 900 15,957 77,500 (500) - - - 169,158 Debt discount and issuance costs: Original issue discount 600 - - 1,550 - - - - 2,150 Origination fee 1,500 - - - - 3,875 - - 5,375 Amendment fee - - - - - - 8,600 - 8,600 Fair value of warrants 2,123 - - - - 5,485 - - 7,608 Consulting fees to lenders 480 - 6,000 - - 1,240 - - 7,720 Mandatory trigger event exit fees 45,301 - 9,957 - - - - - 55,258 Other issuance costs 697 - - - - 1,799 1,327 - 3,823 Total discount and issuance costs 50,701 - 15,957 1,550 - 12,399 9,927 - 90,534 Amortization expense, net (2) - - - - - (1,069) - (8,371) (9,440) Net discount 50,701 - 15,957 1,550 - 11,330 9,927 (8,371) 81,094 Net carrying value $ 24,600 $ 900 $ - $ 75,950 $ (500) $ (11,330) $ (9,927) $ 8,371 $ 88,064 (1) The proportionate DIC for periods prior to the funding date were transferred from the unfunded debt to the funded debt in connection with an amendment to the Credit Facility in October 2016. (2) Consists of $ 8.4 1.1 Unfunded Credit Facility Activity. The Company accounts for DIC related to the unfunded portion of the Credit Facility as a long-term asset that is amortized to expense using the straight-line method from the date the costs are incurred through the maturity date of the Credit Facility. Presented below is a summary of activity related to DIC allocated to the unfunded debt for the period from June 24, 2016 (inception of the loan) through December 31, 2017 (in thousands): June 24, Amortization Funding December 31, Amortization December 31, 2016 Additions Expense Transfers (1) 2016 Additions Expense 2017 Origination fee $ 4,750 $ - $ - $ (3,875) $ 875 $ - $ - $ 875 Amendment fee - 1,400 - - 1,400 700 - 2,100 Fair value of warrants 6,724 - - (5,485) 1,239 - - 1,239 Consulting fees to lenders 1,520 - - (1,240) 280 - - 280 Other issuance costs 2,205 183 - (1,799) 589 60 - 649 Total deferred debt issuance costs 15,199 1,583 - (12,399) 4,383 760 - 5,143 Cumulative amortization, net - - (1,502) 1,069 (433) - (1,190) (1,623) Deferred debt issuance costs, net $ 15,199 $ 1,583 $ (1,502) $ (11,330) $ 3,950 $ 760 $ (1,190) $ 3,520 (1) The proportionate costs and accumulated amortization for the period prior to the funding date were transferred from the unfunded debt to the funded debt in October 2016 in connection with the Second Amendment. Success Fee. If the Company requests that the Lenders assist in arranging future debt financings, a “success fee” equal to 4.0% of the total maximum commitment amount (whether or not drawn) will be payable to the Lenders. This arrangement will automatically terminate in June 2020, but the Company may elect for early termination at any time. To the extent that a qualified financing is completed within one year after the termination date, the Company will remain obligated to pay the success fee. Related Party Note Payable to GP Sponsor As discussed in Note 3, upon consummation of the Merger Agreement an outstanding loan payable to GP Sponsor with a face amount of approximately $ 3.0 95.0 15.0 1.0 2.0 0.1 2.1 Future Debt Maturities Based on the $ 139.5 3.0 Credit Facility Principal Trigger Mandatory GP Sponsor Year Ending December 31, Balance Event Fees Consulting Total Note Payable Total 2018 $ 13,500 (1) $ - $ 2,000 $ 15,500 $ - $ 15,500 2019 15,000 (1) - 2,000 17,000 - 17,000 2020 97,372 (1) 9,672 - 107,044 2,981 (2) 110,025 Total $ 125,872 $ 9,672 $ 4,000 $ 139,544 $ 2,981 $ 142,525 (1) Represents principal amortization as set forth in the Sixth Amendment to the Credit Facility. (2) This note is due and payable when the outstanding principal balance under the Credit Facility is less than $ 95.0 Amendments to Credit Facility The Company has entered into six amendments to the Credit Facility from August 2016 through October 2017. These amendments were primarily required to address non-compliance with certain covenants in the Credit Facility that resulted in events of default, whereby the Lenders agreed to revise the covenants to be less restrictive. In connection with these amendments, the Company incurred amendment fees of $ 10.0 1.25 3.75 At inception of the Credit Facility, the future proceeds from the delayed draw A and B Term Loans were structured to fund required payments to settle the judgment in the Oracle litigation and to accelerate the Company’s next phase of growth and product portfolio expansion. Under the Credit Facility, the Lenders’ obligation to fund the delayed draw A and B Term Loans was subject to certain conditions set forth in the Credit Facility. In October 2016, the Company determined that the amount of borrowings required to fully settle the Oracle litigation discussed in Note 10 exceeded the limitation set forth in the Credit Facility, and the Company had not delivered 2015 audited financial statements to the Lenders, both of which resulted in the existence of an event of default and prevented the Company from being able to gain access to the delayed draw A and B Term Loans. In October 2016, the Company and the Lenders entered into an amendment to the Credit Facility (the ‘‘Second Amendment’’), which cured the events of default and enabled funding of the delayed draw A Term Loan for $ 65.0 12.5 25 75 0.50 2.50 From November 2016 through April 2017, the Company had made expenditures that exceeded certain budgetary compliance covenants set forth in the Credit Facility and the Company failed to provide audited financial statements by April 30, 2017, which resulted in the existence of events of default under the Credit Facility. In May 2017, the Lenders amended the Credit Facility (the ‘‘Third Amendment’’) and revised the metrics associated with the previously violated covenants whereby they are less restrictive for past and future compliance and extended the due date of the audited financial statements, which resulted in the elimination of these covenant violations. The Company agreed to make a principal payment of $ 6.5 75 4.0 2.5 On October 3, 2017, the Company entered into the sixth amendment (the “Sixth Amendment”) to the Credit Facility. The Sixth Amendment became effective and was contingent upon the consummation of the Mergers discussed in Note 3 that closed on October 10, 2017. Pursuant to the Sixth Amendment, upon consummation of the Mergers the Company was required to prepay $ 5.0 50.0 55.0 35.0 Upon the effectiveness of the Sixth Amendment, the $50.0 million of mandatory Trigger Event exit fees that converted into term debt bears interest at 12.0 3.0 2.5 However, pursuant to the Sixth Amendment, these adjustments will cease when the principal balance under the Credit Facility is $52.0 million or less. In connection with the entry into the Sixth Amendment, various financial covenants were adjusted such that management of the Company believes that future compliance will be maintained. The Company agreed to pay an amendment fee in connection with the Sixth Amendment of $ 3.75 6.25 5.0 1.25 The Sixth Amendment is expected to improve the liquidity and capital resources of the Company in the following ways: · The previous requirement to utilize proceeds from the Merger Agreement to make an estimated principal and make-whole applicable premium payment was eliminated. · Principal payments of $ 6.75 2.25 1.0 2.5 1.25 4.25 · The Sixth Amendment capped aggregate cash payments for transaction costs and deferred underwriting fees related to the Merger Agreement at $ 20.0 19.8 7.9 11.9 · The unfunded portion of the Credit Facility for $ 17.5 5.0 The Sixth Amendment also provided for improvements in financial covenants and the elimination of certain covenants and changes in fees if the Company completes certain equity financings, including the Mergers, and if the following events occur by April 10, 2018: · If the Company completes one or more additional equity financings such that the aggregate gross proceeds of the Mergers and such equity financings result in the principal balance of the term loans under the Credit Facility to be less than $95.0 million, and if the Company has received at least $42.5 million in cash from net proceeds from the Mergers and subsequent equity financings, then the Lenders have agreed to make certain additional concessions in the terms of the Credit Facility, including the elimination of (i) accrual of PIK interest on all of the term loans under the Credit Facility, (ii) the requirement to pay the $3.75 million amendment fee for the Sixth Amendment, and (iii) the marketing return ratio, churn rate and minimum gross margin financial covenants. · If the aggregate outstanding principal balance of the term loans under the Credit Facility is less than $95.0 million, but the Company has not received at least $42.5 million in net cash proceeds from the Mergers and subsequent equity financings, then the Lenders have agreed to eliminate the marketing return ratio, churn rate and minimum gross margin financial covenants, but PIK interest on the term loans will continue to accrue at the existing 3.0% rate, and the Company will be required to pay the $3.75 million amendment fee on the earlier to occur of (i) July 2, 2019 and (ii) the closing of aggregate equity financings of at least $100.0 million, including the proceeds from the Mergers. · If the aggregate outstanding principal balance of the term loans under the Credit Facility is greater than or equal to $95.0 million, then the Company will be required to (i) pay the Sixth Amendment fee equal to $3.75 million which will be due and payable on the earlier to occur of July 2, 2019 and the closing of aggregate equity financings of at least $100.0 million, including the proceeds from the Mergers, if such equity financings occur prior to July 2, 2019, (ii), PIK interest on the term loans will continue to accrue at the existing 3.0% per annum rate and (iii) the marketing return ratio, churn rate and minimum gross margin financial covenants will not be eliminated until the term loans under the Credit Facility are less than $95.0 million. Proceeds from the Merger Agreement and subsequent equity financings will be applied as follows to the Lenders and the Origination Agent under the Credit Facility: · equity proceeds from the first $50.0 million of gross proceeds from the Merger Agreement were required to pay down $5.0 million of mandatory Trigger Event exit fees due to the Origination Agent; and · net cash proceeds in excess of the $50.0 million minimum required for the closing of the Mergers are applied as follows: · the first $42.5 million of net cash proceeds may be retained by the Company or utilized to pay down the term loans; · additional net cash proceeds are required to pay down the term loan to $95.0 million; · the Company may then retain the next $17.5 million of such net cash proceeds on its balance sheet or utilize it to pay down the term loans; and · 50% of any additional net cash proceeds shall be used to pay down term loans and the remaining 50% of such net cash proceeds to be retained on the balance sheet. Interest Expense 2017 2016 2015 Credit Facility: Interest expense at 12.0% $ 11,954 $ 3,597 $ - PIK interest at 3.0% 2,966 900 - Accretion expense for funded debt 23,632 8,371 - Make-whole applicable premium for principal prepayment 4,607 (1) - - Accretion expense for GP Sponsor note payable 68 - - Interest on other borrowings 130 488 829 Total interest expense $ 43,357 $ 13,356 $ 829 (1) Consists of make-whole applicable premium associated with a $ 14.1 Other Debt Financing Expenses 2017 2016 2015 Write-off of debt discount and issuance costs $ 12,071 (1) $ - $ - Collateral monitoring fees 2,505 538 - Penalty under Credit Facility for delay in closing of Mergers 1,250 (2) - - Amortization of debt issuance costs related to unfunded debt 1,190 1,502 - Unused line fees 893 4,095 - Amortization of prepaid agent fees and other 452 237 - Total debt financing fees $ 18,361 $ 6,372 $ - (1) Consists of the write-off of the proportional DIC associated with $ 21.5 5.0 (2) Due to the delay in closing the Merger Agreement discussed in Note 3, on September 1, 2017 the Company incurred a penalty equal to 1.0 125.0 Line of Credit Until June 2016, the Company had a line of credit that provided for total borrowings of $ 15.0 0.3 0.75 4.25 Embedded Derivatives The Credit Facility includes features that were determined to be embedded derivatives requiring bifurcation and accounting as separate financial instruments. The Company determined that embedded derivatives include the requirement to pay (i) make-whole applicable premium in connection with certain mandatory prepayments of principal, (ii) target date fees set forth in the amended Credit Facility, (iii) default interest due to non-credit-related events of default, and (iv) mandatory principal prepayments associated with customer prepayments for service periods that commence more than one year after the contract effective dates. As a result of the Sixth Amendment to the Credit Facility, there was a significant reduction in the fair value of embedded derivatives during the fourth quarter of 2017. These embedded derivatives are classified within Level 3 of the fair value hierarchy and have an aggregate fair value of $ 1.6 5.4 The fair value of these embedded derivatives was estimated using the “with” and “without” method. Accordingly, the Credit Facility was first valued with the embedded derivatives (the “with” scenario) and subsequently valued without the embedded derivatives (the “without” scenario). The fair values of the embedded derivatives were estimated as the difference between these two scenarios. The fair values were determined using the income approach, specifically the yield method. As of December 31, 2017, key Level 3 assumptions and estimates used in the valuation of the embedded derivatives include timing of projected principal payments, remaining term to maturity of approximately 2.5 35 20.9 1.9 19.0 3.5 34 20.6 1.6 19.0 The change in the fair value of embedded derivative liabilities resulted in a gain of $ 3.8 5.4 |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 Capital Structure Preferred Stock. Upon completion of the Delaware Domestication discussed in Note 1, the Company is authorized to issue 100,000,000 0.0001 Common Stock. Upon completion of the Delaware Domestication discussed in Note 1, the Company is authorized to issue up to 1,000,000,000 0.0001 RSI Preferred Stock. As discussed in Note 3, the previously outstanding RSI Preferred Stock required the affirmative vote by the respective holders of RSI Preferred Stock in order to effect the conversion to shares of Common Stock. Therefore, conversion is not reflected until October 10, 2017, and the capital structure of the Company is deemed to include the RSI Preferred Stock until consummation of the Mergers when an aggregate of approximately 24.1 100 22.7 23.3 39.2 RSI Preferred Stock as of December 31, 2016 Conversion to Common Stock Number of Carrying Liquidation Number of Common Additional Series Shares (1) Value (2) Preference (3) Shares (4) Stock Paid-in Capital A 5,500 $ 493 $ 550 1,317 $ - $ 493 B 38,545 9,142 10,000 9,228 1 9,141 C 56,441 9,907 10,001 13,513 2 9,905 Total 100,486 $ 19,542 $ 20,551 24,058 $ 3 $ 19,539 (1) Represents the number of shares of RSI Preferred Stock by series that were authorized, issued and outstanding. Each issued and outstanding share of RSI Preferred Stock was convertible into one share of RSI common stock. (2) The carrying value for each series of RSI Preferred Stock was net of incremental and direct professional fees and other costs incurred in connection with the original issuance. (3) In the event of a liquidation, sale, dissolution, change of control, or winding up of the Company, whether voluntary or involuntary, the holders of RSI Preferred Stock were entitled to receive, prior and in preference to the holders of RSI Common Stock, any distribution of the assets of the Company in an amount equal to the sum of (i) the original issuance price of $ 0.1000 0.2594 0.1772 (4) Conversion to shares of RMNI Common Stock upon consummation of the Mergers on October 10, 2017 is based on the Exchange Ratio as discussed further in Note 3. Beneficial Conversion Feature. At the date of issuance of RSI’s Series C Preferred Stock in October 2016, the fair value of RSI’s common stock exceeded the issuance price of $0.1772 for the Series C Preferred Stock. The fair value of the RSI common stock into which the shares of Series C Preferred Stock were immediately convertible had a fair value that exceeded the $10.0 million of cash consideration received for the issuance of the Series C Preferred Stock, resulting in the recognition of a beneficial conversion feature that was equal to the aggregate Series C Preferred Stock issuance price of $10.0 million. Accordingly, deemed dividends of $ 10.0 |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2017 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |
Disclosure of Stock Options [Text Block] | NOTE 7 STOCK OPTIONS Stock Options The Company’s 2007 Stock Plan (the “2007 Plan”) reserved up to approximately 14,254,000 8,005,000 In October 2013, the Company established the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”) that provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. As of July 2017, the 2013 Plan reserved up to approximately 4,766,000 4,125,000 2,412,000 The 2007 Plan and the 2013 Plan (collectively referred to as the “Stock Plans”) provide for stock options to be granted to employees and directors at an exercise price not less than 100 10 2017 2016 2015 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 12,863 $ 1.94 12,639 $ 1.84 11,774 $ 1.55 Granted 1,877 7.63 571 5.79 1,183 5.05 Forfeited (298) 6.93 (225) 5.63 (174) 4.28 Expired (1,093) 0.55 (87) 3.63 (97) 1.47 Exercised (1,219) 0.71 (35) 1.41 (47) 1.09 Outstanding, end of year (3)(4) 12,130 2.95 4.9 12,863 1.94 4.6 12,639 1.84 5.4 Vested, end of year (3) 10,033 2.09 4.0 11,369 1.51 4.1 10,413 1.21 4.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of December 31, 2017, 2016 and 2015, the aggregate intrinsic value of stock options outstanding was $ 60.4 28.7 45.6 58.4 28.7 43.9 (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.1 The following table presents the stock option activity affecting the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Available, beginning of year 2,899 1,652 1,354 Granted (1,877) (571) (1,183) Expired options under 2007 Plan 1,093 87 97 Forfeited options under Stock Plans 298 225 174 Newly authorized by Board of Directors - 1,506 1,210 Available, end of year 2,413 2,899 1,652 On the first day of each fiscal year beginning in 2018, the 2013 Plan provides that the number of authorized shares available for issuance will increase in an amount equal to the lesser of (i) 20.0 million shares, (ii) 4% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine. As discussed in Note 15, the Board of Directors approved an increase in the authorized shares for 2.3 1.0 2017 2016 2015 Expected life (in years) 5.9 6.0 6.0 Volatility 33 % 37 % 40 % Dividend yield 0 % 0 % 0 % Risk-free interest rate 1.9 % 1.4 % 1.6 % Fair value per common share $ 7.63 $ 5.79 $ 5.05 The BSM model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s common stock, volatility, risk-free interest rates, expected term, and dividend yield. Given the absence of an active market for RSI’s common stock prior to October 11, 2107, the Company utilized an independent valuation firm to determine its common stock value generally using the income approach and the market approach valuation methods. The valuation results are reviewed and approved by the Company’s board of directors. The forfeiture rate is based on an analysis of the Company’s actual historical experience. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on historical volatility of publicly-traded peer companies. The intrinsic value of the vested employee options exercised during the years ended December 31, 2017, 2016, and 2015 was $ 7.9 0.2 0.2 2.68 2.19 2.04 2017 2016 2015 Cost of revenues $ 399 $ 286 $ 319 Sales and marketing 1,411 764 698 General and administrative 1,153 1,247 1,255 Total $ 2,963 $ 2,297 $ 2,272 As of December 31, 2017, 2016 and 2015, total unrecognized compensation costs related to unvested stock options were $ 3.2 1.9 3.3 2.0 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Disclosure of Stock Options and Warrants [Text Block] | NOTE 8 WARRANTS All of the Company’s outstanding warrants are currently exercisable. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. Issuance Expiration Exercise Number of Shares Description Date Date Price 2017 2016 (1) Redeemable Origination Agent Warrants: Original Warrant June 2016 June 2026 (1) (2) $ 5.64 - 2,651 (4) Anti-Dilution Warrant October 2016 October 2026 (1) (2) $ 5.64 - 727 (3)(4) Merger Warrant October 2017 June 2026 (2) $ 5.64 3,440 (4) - Total 3,440 3,378 GPIA Public Warrants May 2015 October 2022 $ 11.50 8,625 (5) - GP Sponsor Private Placement Warrants May 2015 October 2022 $ 11.50 6,063 (6) - Guarantee Warrants October 2014 October 2019 (1) $ 4.85 - 83 (7) Total 18,128 3,461 (1) The exercise price and number of shares for warrants outstanding as of December 31, 2016 have been retroactively restated to give effect for the reverse recapitalization discussed in Note 1. (2) The expiration date is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. (3) In order to maintain the number of shares equivalent to 5.0 (4) The Original Warrant and the Anti-Dilution Warrant were redeemable for cash at the option of the holders at the earliest to occur of (i) termination of the Credit Facility discussed in Note 5, (ii) a change of control, or (ii) 30 days prior to the stated expiration date. The redemption price would have been equal to the fair value of the warrants on the date a redemption was elected and, accordingly, the fair value of the warrants was classified as a liability as of December 31, 2016. Since none of the redemption events were considered probable of occurrence within one year, the fair value of the warrants was classified as a long-term liability. Upon consummation of the Mergers discussed in Note 3, the Origination Agent agreed to cancel the Original Warrant and the Anti-Dilution Warrant, in exchange for the Merger Warrant. Additionally, the anti-dilution feature and the cash redemption feature were eliminated in the Merger Warrant. Accordingly, effective October 10, 2017 the fair value of the Merger Warrant was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. (5) On May 26, 2015, GPIA completed an initial public offering that included warrants for 8,625,000 11.50 0.01 18.00 (6) Simultaneously with GPIA’s initial public offering in May 2015, GP Sponsor purchased an aggregate of 6,062,500 1.00 (7) In October 2014, the Company issued warrants for approximately 83,000 550,000 43,000 441,000 380,000 (7,000) 59,000 Loss (Gain) From Liability Loss From Liability Redeemable Origination Number of Value at Changes in December 31, Changes in October 10, Agent Warrants Shares Issuance Fair Value (1) 2016 Fair Value (1) 2017 Original Warrant 2,651 $ 8,847 (2) $ (3,142) (3) $ 5,705 $ 12,833 (4) $ 18,538 (5) Anti-Dilution Warrant 727 1,484 (3) 80 (3) 1,564 3,519 (4) 5,083 (5) Total 3,378 $ 10,331 $ (3,062) $ 7,269 $ 16,352 $ 23,621 (5) (1) The Redeemable warrants are classified within Level 3 of the fair value hierarchy. Valuation of the warrants was performed by an independent valuation specialist at the original issuance dates and on a quarterly basis through September 30, 2017. The valuation methodology was performed through a hybrid model using Monte Carlo simulation, which considered possible future equity financing and liquidity scenarios, including an initial public offering, a sale of the business, and a liquidation of the Company. Key Level 3 assumptions inherent in the warrant valuation methodology as of September 30, 2017 include projected revenue multiples of 1.7 1.8 46 48 1.1 1.5 6 20 10.00 46 48 1.1 20 1.7 2.0 44 65 0.5 1.4 26 31 25 (2) As discussed in Note 5, the original fair value of the warrants to purchase approximately 2,651,000 8.8 (3) The fair value of the Anti-Dilution Warrant and other changes in fair value from the issuance date through December 31, 2016, were recognized as a loss on change in fair value of redeemable warrants in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. (4) Changes in fair value from December 31, 2016 through October 10, 2017, were recognized as a loss on change in fair value of redeemable warrants in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2017. (5) As discussed above, the cash redemption feature associated with the Original Warrant and the Anti-Dilution Warrant were eliminated effective on October 10, 2017. Accordingly, the fair value of the warrants in the aggregate amount of $ 23.6 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 9 INCOME TAXES In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Act”) was enacted into law which significantly revises the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21 30 80 The imposition of the Transition Tax may reduce or eliminate U.S. federal deferred taxes on the unremitted earnings of the Company’s foreign subsidiaries. However, the Company may still be liable for withholding taxes, state taxes, or other income taxes that might be incurred upon the repatriation of foreign earnings. The Company has not made any provision for additional income taxes on undistributed earnings of its foreign subsidiaries. In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provided a measurement period of up to one year from the enactment date of the Tax Act for companies to complete the accounting for the Tax Act and its related impacts. The income tax effects of the Tax Act for which the accounting is incomplete include: the impact of the Transition Tax, the revaluation of deferred tax assets and liabilities to reflect the 21% corporate tax rate, whether to elect to expense or depreciate new capital equipment, the impact to the aforementioned items on state income taxes, and potential unrecognized tax benefits relating to the aforementioned items. The Company has made reasonable estimates for each of these items; however, such estimates may subsequently be revised based on evolving analyses and interpretation of the Tax Act and related accounting guidance. As a result of the Tax Act, the corporate tax rate decreased from a top marginal rate of 35 31.8 2017 2016 2015 Domestic $ (56,268) $ (14,644) $ (46,683) International 4,290 3,239 2,865 $ (51,978) $ (11,405) $ (43,818) 2017 2016 2015 Income tax benefit at statutory U.S. federal rate $ 17,673 $ 3,877 $ 14,898 Income tax benefit attributable to U.S. states, net 1,469 380 1,502 Permanent differences: Non-deductible expenses (284) (301) (225) Stock-based compensation (862) (299) (284) Other (215) (256) (110) Change in statutory federal tax rate (31,826) - - Transition tax (1,503) - - Foreign rate differential and foreign tax credits 522 (211) (328) Reclassification of warrant to equity and other (8,828) 1,421 (1,446) Decrease (increase) in valuation allowance 22,535 (6,143) (15,458) Total income tax expense $ (1,319) $ (1,532) $ (1,451) 2017 2016 2015 Current income tax expense: Federal $ - $ - $ - State (140) (98) (62) Foreign (1,303) (1,954) (1,444) Total current income tax expense (1,443) (2,052) (1,506) Deferred income tax benefit: Federal - - - State - - - Foreign 124 520 55 Total deferred income tax benefit 124 520 55 Total income tax expense $ (1,319) $ (1,532) $ (1,451) 2017 2016 Deferred income tax assets: Net operating loss carryforwards $ 45,032 $ 73,027 Deferred revenue 7,907 6,030 Accounts payable and accrued expenses 6,355 6,776 Debt financing interest and fees 4,712 - Stock-based compensation 1,286 1,793 Capital loss carryforwards 1,439 2,051 Tax credit carryforwards 571 418 Deferred rent and other 401 667 Redeemable warrant liability - 2,752 Embedded derivative liability 425 2,044 Foreign deferred assets 1,263 1,706 Gross deferred income tax assets 69,391 97,264 Valuation allowance for deferred income tax assets (68,367) (90,902) Net deferred income tax assets 1,024 6,362 Deferred income tax liabilities: Debt financing interest and fees - (5,759) Other (305) (8) Net deferred tax assets $ 719 $ 595 Net deferred tax assets consist solely of foreign net deferred tax assets which are expected to be realized in the future, and that are included in long-term assets in the accompanying consolidated balance sheets. For the year ended December 31, 2017 the valuation allowance decreased by $ 22.5 6.1 15.5 At December 31, 2017, the Company has federal net operating tax loss carryforwards of approximately $ 177.1 0.6 Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Depending on the significance of past and future ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be significantly reduced. The Company has not yet performed a Section 382 study to determine the amount of reduction, if any. As discussed above, the imposition of the Transition Tax may reduce or eliminate U.S. federal deferred taxes on the unremitted earnings of the Company’s foreign subsidiaries. However, the Company may still be liable for withholding taxes, state taxes, or other income taxes that might be incurred upon the repatriation of foreign earnings. The Company has not made any provision for additional income taxes on undistributed earnings of its foreign subsidiaries because the Company intends to permanently reinvest these earnings outside the U.S. If such earnings were repatriated to the U.S., the Company may be subject to additional tax expense. As of December 31, 2017, the cumulative amount of unremitted earnings of the Company’s foreign subsidiaries was $ 11.0 1.1 The Company files income tax returns in the U.S. federal jurisdiction, the State of California and various other state and foreign jurisdictions. The Company’s federal and state tax years for 2007 and forward are subject to examination by taxing authorities, due to unutilized net operating losses. All foreign jurisdictions tax years are also subject to examination. The Company does not have any unrecognized tax benefits to date. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 COMMITMENTS AND CONTINGENCIES Operating leases The Company leases its office facilities under non-cancellable operating lease agreements that expire from April 2018 to January 2023. The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense for the years ended December 31, 2017, 2016 and 2015 was $ 5.0 4.2 3.1 Year ending December 31: 2018 $ 5,134 2019 4,016 2020 3,639 2021 3,506 2022 2,658 Thereafter 73 Total $ 19,026 Capital leases 36 4 12 Year ending December 31: 2018 $ 542 2019 232 2020 105 Total minimum lease payments 879 Less amounts representing interest 62 Present value of minimum lease payments 817 Less current portion, included in accrued expenses 533 Long term obligation, included in other long-term liabilities $ 284 2017 2016 Leased computer equipment $ 2,722 $ 2,487 Less accumulated depreciation (1,744) (946) Net $ 978 $ 1,541 Retirement Plan The Company has a qualified 401(k) plan for all eligible U.S. employees. Employees may contribute up to the statutory maximum, which is set by law each year. The plan also provides for discretionary employer contributions in an amount equal to 100 4 1.7 1.4 1.1 Rimini I Litigation and Related Appeal In January 2010, certain subsidiaries of Oracle Corporation (together with its subsidiaries individually and collectively, “Oracle”) filed a lawsuit, Oracle USA, Inc. et al. v. Rimini Street, Inc. et al. In March and September 2012, Oracle filed two motions seeking partial summary judgment as to, among other things, its claim of infringement of certain copyrighted works owned by Oracle. In February 2014, the court issued a ruling on Oracle’s March 2012 motion for partial summary judgment (i) granting summary judgment on Oracle’s claim of copyright infringement as it related to two of the Company’s PeopleSoft clients and (ii) denying summary judgment on Oracle’s claim with respect to one of the Company’s J.D. Edwards clients and one of the Company’s Siebel clients. The parties stipulated that the licenses among clients were substantially similar. In August 2014, the court issued a ruling on Oracle’s September 2012 motion for partial summary judgment (i) granting summary judgment on Oracle’s claim of copyright infringement as it relates to Oracle Database and (ii) dismissing the Company’s first counterclaim for defamation, business disparagement and trade libel and the Company’s third counterclaim for unfair competition. In response to the February 2014 ruling, the Company revised its business practices to eliminate the processes determined to be infringing, which was completed no later than July 2014. A jury trial in Rimini I commenced in September 2015. On October 13, 2015, the jury returned a verdict against the Company finding that (i) the Company was liable for innocent copyright infringement, (ii) the Company and Mr. Ravin were each liable for violating certain state computer access statutes, (iii) Mr. Ravin was not liable for copyright infringement, and (iv) neither the Company nor Mr. Ravin were liable for inducing breach of contract or intentional interference with prospective economic advantage. The jury determined that the copyright infringement did not cause Oracle to suffer lost profits, that the copyright infringement was not willful, and did not award punitive damages. Following post-trial motions, Oracle was awarded a final judgment of $ 124.4 The Company accounted for the $ 124.4 100.0 21.4 3.0 124.4 On January 8, 2018, the Court of Appeals reversed certain awards made in Oracle’s favor during and after the Company’s 2015 jury trial in Rimini I and vacated and remanded others, including the injunction that had previously been stayed by the appellate court in December 2016, all awards and judgments against Mr. Ravin, and a 124.4 28.5 21.3 0.5 21.3 On January 22, 2018, the Company filed a petition for rehearing en banc with the Court of Appeals regarding two other components of the final judgment awarded to Oracle. First, the Company asked the Court of Appeals to rehear the calculation of prejudgment interest, arguing that the trial court set the interest rate using a date that precedes the filing of the litigation, which resulted in an additional judgment amount of approximately $ 20.2 12.8 The attorney’s fee award and injunction that were vacated by the Court of Appeals were remanded to the District Court for further consideration. The injunction originally ordered by the District Court, which was vacated and remanded by the Court of Appeals, would have required that the Company incur additional labor costs to provide support for clients as contracted. Any injunction that might be ordered in the future may or may not have a similar, lesser or greater impact on the Company’s costs of support for its clients or other business impacts. In addition, the ultimate refund amount owed to the Company by Oracle would be subject to the District Court judge’s review of attorney’s fees that were remanded. All amounts refunded to the Company as a result of the appeal are required to be utilized to pay down the Company’s Credit Facility (including make-whole applicable premium if received prior to June 24, 2019) as discussed in Note 5. The Company had insurance coverage in place related to the Oracle litigation. In October 2016, the Company received insurance indemnity payments for the judgment totaling $ 41.7 Rimini II Litigation In October 2014, the Company filed a separate lawsuit, Rimini Street Inc. v. Oracle Int‘l Corp. (United States District Court for the District of Nevada) (“Rimini II”), against Oracle seeking a declaratory judgment that the Company’s revised development processes, in use since at least July 2014, do not infringe certain Oracle copyrights. In February 2015, Oracle filed a counterclaim alleging copyright infringement, which included (i) the same allegations asserted in Rimini I but limited to new or existing clients for whom the Company provided support from the conclusion of Rimini I discovery in December 2011 until the revised support processes were fully implemented by July 2014, and (ii) new allegations that the Company’s revised support processes also infringe Oracle copyrights. Oracle’s counterclaim also included allegations of violation of the Lanham Act, intentional interference with prospective economic advantage, breach of contract and inducing breach of contract, unfair competition, and unjust enrichment/restitution. It also sought an accounting. On February 28, 2016, Oracle filed amended counterclaims adding allegations of violation of the Digital Millennium Copyright Act. On December 19, 2016, the Company filed an amended complaint against Oracle asking for a declaratory judgment of non-infringement of copyright and alleging intentional interference with contract, intentional interference with prospective economic advantage, violation of the Nevada Deceptive Trade Practices Act, violation of the Lanham Act, and violation of California Business & Professions Code §17200 et seq. On January 17, 2017, Oracle filed a motion to dismiss the Company’s amended claims and filed its third amended counterclaims, adding three new claims for a declaratory judgment of no intentional interference with contractual relations, no intentional interference with prospective economic advantage, and no violation of California Business & Professions Code §17200 et seq. On February 14, 2017, the Company filed its answer and motion to dismiss Oracle’s third amended counterclaim, which has been fully briefed and is pending consideration by the court. On March 7, 2017, Oracle filed a motion to strike the Company’s copyright misuse affirmative defense which is briefed. By stipulation of the parties, the court granted the Company’s motion to file its third amended complaint to add claims arising from Oracle’s purported revocation of access by the Company to its support websites on behalf of the Company’s clients, which was filed and served on May 2, 2017. By agreement of the parties, Oracle filed its motion to dismiss the Company’s third amended complaint on May 30, 2017, and the Company’s opposition was filed on June 27, 2017, and Oracle’s reply was filed on July 11, 2017. On September 22, 2017, the Court issued an order granting in part and denying in part the Company’s motion to dismiss Oracle’s third amended counterclaim. The Court granted the Company’s motion to dismiss as to count five, intentional interference with prospective economic advantage, and count eight unjust enrichment. On October 5, 2017, Oracle filed a motion for reconsideration of the Court’s September 22, 2017 Order. The Company filed its opposition to Oracle’s motion for reconsideration on October 19, 2017. Oracle filed its reply to its motion for reconsideration on October 26, 2017. On November 7, 2017, the Court issued an order granting in part and denying in part Oracle’s motion to dismiss the Company’s third amended complaint. The Court granted Oracle’s motion to dismiss as to the Company’s third cause of action for a declaratory judgment that Oracle has engaged in copyright misuse, fifth cause of action for intentional interference with prospective economic advantage; sixth cause of action for a violation of Nevada’s Deceptive Trade Practices Act under the “bait and switch” provision of NRS § 598.0917; and seventh cause of action for violation of the Lanham Act. The Court denied Oracle’s motion as to the Company’s causes of action for intentional interference with contractual relations, violation of Nevada Deceptive Trade Practices Act, under the “false and misleading” provision of NRS § 598.0915(8) and unfair competition. On November 17, 2017 the Court denied Oracle’s motion for reconsideration of the Court’s September 22, 2017 Order. On November 22, 2017, the Company filed a motion for reconsideration of the Court’s November 7, 2017 Order. Oracle filed its opposition to the Company’s motion for reconsideration on December 6, 2017, to which the Company filed its reply on December 13, 2017. That motion is still pending the Court’s decision. Fact discovery with respect to the above action ended in February 2018, with some depositions rescheduled in March 2018 to accommodate witness or counsel availability. Expert discovery is currently scheduled to end in July 2018. There is currently no trial date scheduled and the Company does not expect a trial to occur in this matter earlier than 2020, but the trial could occur earlier or later than that. Given that discovery is ongoing, the Company does not have sufficient information regarding possible damages exposure for the counterclaims asserted by Oracle or possible recovery by the Company in connection with its claims against Oracle. Both parties are seeking injunctive relief in addition to monetary damages in this matter. As a result, an estimate of the range of loss cannot be determined. The Company believes that an award for damages is not probable, so no accrual has been made as of December 31, 2017 and 2016. Other Litigation From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. Insurance Settlement Agreement On March 31, 2017, the Company entered into a Settlement Agreement, Release and Policy Buyback Agreement (“Settlement Agreement”) with an insurance company that previously provided coverage for the defense costs related to the Oracle litigation referred to as Rimini II. The Settlement Agreement provided for aggregate payments to the Company of $ 24.0 4.7 19.3 0.6 18.7 14.1 4.6 The Settlement Agreement was initially accounted for by recognizing a deferred insurance settlement liability for $ 19.3 11.3 8.0 Guarantees The Company enters into agreements with customers that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these customers. The maximum cash payments related to these liquidated damages is approximately $ 19.6 11.3 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 RELATED PARTY TRANSACTIONS As discussed in Notes 3 and 5, upon consummation of the Merger Agreement an outstanding loan payable to GP Sponsor with a face amount of approximately $ 3.0 For the year ended December 31, 2015, the Company paid $ 180,000 As discussed in Note 6, as of December 31, 2017, ASP owned approximately 39.2 10.0 10.0 2.5 1.1 For the years ended December 31, 2016 and 2015, the Company paid $ 28,000 301,000 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 12 LOSS PER SHARE Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. For the years ended December 31, 2017, 2016 and 2015, basic and diluted net loss per share were the same since all common stock equivalents were anti-dilutive. 2017 2016 2015 RSI Preferred Stock - 24,058 10,545 Stock options 12,130 12,863 12,639 Warrants 18,128 3,461 83 Total 30,258 40,382 23,267 |
Financial Instruments and Signi
Financial Instruments and Significant Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments Disclosure [Text Block] | NOTE 13 Financial Instruments and Significant Concentrations Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts, and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date The Company does not have any assets that are carried at fair value on a recurring basis. The Company’s redeemable warrant liability and embedded derivative liability are the only liabilities that have been carried at fair value on a recurring basis and are classified within Level 3 of the fair value hierarchy. Details of the embedded derivative and the redeemable warrant liabilities, including valuation methodology and key assumptions and estimates used, are disclosed in Note 5 and Note 8, respectively. As discussed in Note 8, the redemption feature for the redeemable warrant liability was eliminated on October 10, 2017, whereby the warrant is not carried at fair value after that date. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the two years ended December 31, 2017 and 2016, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. The carrying amounts of the Company’s financial instruments including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair values due to their short-term maturities. Based on borrowing rates currently available to the Company for debt with similar terms, the carrying value of capital lease obligations approximate fair value as of the respective balance sheet dates. Due to the complex and unique terms of the Credit Facility and the related party note payable to GP Sponsor, it is not reasonably practicable to determine the current fair value for those financial instruments. Significant Concentrations The Company attributes revenues to geographic regions based on the location of its customers’ contracting entity. 2017 2016 2015 United States of America $ 144,019 $ 110,746 $ 82,803 International 68,614 49,429 35,360 Total revenue $ 212,633 $ 160,175 $ 118,163 No customers represented more than 10 10 1.2 0.7 Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions, primarily in the United States of America. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of December 31, 2017 and 2016, the Company had cash, cash equivalents and restricted cash with a single financial institution for an aggregate of $ 31.0 20.4 2.1 2.4 Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts and historically such losses are generally not significant. |
UNAUDITED QUARTERLY FINANCIAL D
UNAUDITED QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | NOTE 14 UNAUDITED QUARTERLY FINANCIAL DATA 2017 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net revenue $ 49,070 $ 52,048 $ 53,611 $ 57,904 $ 34,678 $ 38,037 $ 40,723 $ 46,737 Cost of revenue 18,356 19,537 20,109 24,896 14,570 16,273 17,231 18,971 Gross profit 30,714 32,511 33,502 33,008 20,108 21,764 23,492 27,766 Operating expenses: Sales and marketing 14,696 15,801 17,188 19,074 15,539 19,309 18,725 19,363 General and administrative 9,276 8,928 8,580 9,360 6,635 9,255 8,192 12,130 Litigation costs, net of insurance recoveries 3,945 301 365 249 5,379 5,243 1,081 (41,652) Total operating expenses 27,917 25,030 26,133 28,683 27,553 33,807 27,998 (10,159) Operating income (loss) 2,797 7,481 7,369 4,325 (7,445) (12,043) (4,506) 37,925 Interest expense (9,936) (14,541) (9,152) (9,728) (211) (492) (4,317) (8,336) Other debt financing expenses (1,282) (10,859) (2,563) (3,657) - (305) (3,973) (2,094) Gain (loss) on change in fair value of redeemable warrants (602) (7,648) (5,817) (2,285) - - 2,855 (1,277) Gain (loss) on change in fair value of embedded derivatives (5,100) (700) 1,400 8,200 - - (5,000) (400) Other income (expense), net 89 225 108 (102) (74) (447) (144) (1,121) Income (loss) before income taxes (14,034) (26,042) (8,655) (3,247) (7,730) (13,287) (15,085) 24,697 Income tax expense (441) 183 (385) (676) (267) (322) (306) (637) Net income (loss) $ (14,475) $ (25,859) $ (9,040) $ (3,923) $ (7,997) $ (13,609) $ (15,391) $ 24,060 Earnings (loss) per share attributable to common stockholders: Basic (1) (2) $ (0.59) $ (1.05) $ (0.37) $ (0.07) $ (0.33) $ (0.56) $ (0.63) $ 0.58 (3) Diluted (1) (2) $ (0.59) $ (1.05) $ (0.37) $ (0.07) $ (0.33) $ (0.56) $ (0.63) $ 0.31 (3) Weighted average number of common shares outstanding: Basic (1) 24,353 24,561 24,727 55,021 24,255 24,259 24,262 24,273 Diluted (1) 24,353 24,561 24,727 55,021 24,255 24,259 24,262 45,258 (1) Retroactively restated to give effect to the reverse recapitalization discussed in Note 1. (2) Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. (3) Basic and diluted earnings per share for the fourth quarter of 2016 has been computed based on net income after deducting the $ 10.0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | NOTE 15 SUBSEQUENT EVENTS Appeal of Litigation Judgment As discussed in Note 10, on January 8, 2018, the Court of Appeals reversed certain awards made in Oracle’s favor during and after the Company’s 2015 jury trial in Rimini I and vacated others, including the injunction that had previously been stayed by the appellate court in December 2016. The Company expects to receive a refund of up to $ 50.3 124.4 0.5 28.5 21.3 21.3 Furthermore, on January 22, 2018, the Company filed a petition for rehearing en banc with the Court of Appeals regarding two other components of the final judgment awarded to Oracle. The Court of Appeals denied the petition for rehearing en banc on March 2, 2018, and the mandate was issued on March 13, 2018. If the Company decides to further appeal, it will have up to 90 days to file a request for certiorari in the United States Supreme Court. S ubpoena On March 2, 2018, |
SIGNIFICANT ACCOUNTING POLICI22
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Consolidation, Policy [Policy Text Block] | Consolidation The consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. |
Liquidity Policy [Policy Text Block] | Liquidity As of December 31, 2017, the Company had available cash, cash equivalents and restricted cash of $ 40.0 42.4 7.9 5.0 11.9 25.5 34.6 5.7 |
Emerging Growth Company [Policy Text Block] | Emerging Growth Company Upon completion of the Mergers discussed in Notes 1 and 3, the Company became an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. GPIA previously elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Reclassifications Policy [Policy Text Block] | Reclassifications In addition to the accounting for the reverse recapitalization discussed in Note 1, certain amounts in the consolidated financial statements of RSI issued for prior years have been reclassified to conform to the Company’s presentation for the current year. These reclassifications had no effect on the previously reported net loss, working capital deficit, stockholders’ deficit and cash flows. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, accounts receivable, valuation assumptions for stock options, embedded derivatives and warrants, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation may be affected. |
Risks and Uncertainties Policy [Policy Text Block] | Risks and Uncertainties Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in providing services, development of sales and distribution channels, and its ability to generate significant revenues and cash flows from the use of this expertise. |
Segment Reporting, Policy [Policy Text Block] | Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis for purposes of making operating decisions and assessing financial performance. The entity-level financial information is identical to the information presented in the accompanying consolidated statements of operations and comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash, Cash Equivalents and Restricted Cash All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash and cash equivalents consist primarily of demand deposits with financial institutions. Payments received from customers are initially deposited in cash accounts controlled by an agent of the Company’s lenders under the Credit Facility discussed in Note 5. Restricted cash also includes demand deposits that are pledged as collateral for corporate credit card debts. On a monthly basis, the Company submits a request to release the restricted funds and, upon approval, the funds are transferred to the Company’s bank accounts that are classified as cash and cash equivalents. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Years Computer equipment 1-3 Furniture and fixtures 3-7 Capitalized software costs 3 Leasehold improvements Up to 8 years, not to exceed lease term Maintenance and repairs are expensed as incurred. Application development costs related to internal use software projects are capitalized and included in property and equipment. Preliminary planning activities and post implementation activities for internal use software projects are expensed as incurred. Construction-in-progress primarily consists of computer equipment and leasehold improvements that have not yet been placed into service for their intended use. Depreciation commences when assets are initially placed into service for their intended use. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for property and equipment and other long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. Impairment for intangible software assets is based upon an assessment of net realizable value. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. No impairment of long-lived assets occurred in the years presented. |
Debt Issuance Costs and Discounts [Policy Text Block] | Debt Issuance Costs and Discounts Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt financing and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Debt issuance costs are allocated proportionately between funded and unfunded portions of debt. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Debt issuance costs and discounts related to funded debt are presented in the accompanying consolidated balance sheet as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Debt issuance costs related to unfunded debt is presented in the accompanying consolidated balance sheets as a long-term asset and are amortized using the straight-line method over the contractual term of the debt agreement. Unamortized deferred debt issuance costs are not charged to expense when the related debt becomes a demand obligation due to the violation of terms so long as it is probable that the lenders will either waive the violation or will agree to amend or restructure the terms of the indebtedness. If either circumstance is probable, the deferred debt issuance costs continue to be amortized over the remaining term of the initial amortization period. If it is not probable, the costs will be charged to expense. |
Offering Costs [Policy Text Block] | Deferred Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to stockholders’ deficit in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. A substantial majority of revenue is from support services, and revenue from other sources has been minimal to date. Revenues are recognized when all the following criteria are met: ⋅ Persuasive evidence of an arrangement exists . The Company generally relies on a written sales contract to determine the existence of an arrangement. ⋅ Delivery has occurred . The Company considers delivery to have occurred over the contractual term when support service is available to the customer in the manner prescribed in the contractual arrangement, and when there are no further additional performance or delivery obligations. ⋅ Fee is fixed or determinable . The Company assesses whether the sales price is fixed or determinable based on the payment terms and whether the sales price is subject to refund or adjustment. ⋅ Collection is reasonably assured . Collection is deemed probable if the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. Previous uncollectable receivables have not had a material impact on the consolidated financial statements for the periods presented. The Company recognizes its support services revenue provided on third-party software in accordance with Accounting Standards Codification (ASC) 605 , Revenue Recognition In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements. The terms of software licenses and services support are the same, and when support services are terminated, the software license is also terminated. To date software has not been licensed separately, but rather has only been licensed along with service support arrangements. The Company applies the provisions of ASC 985-605, Software Revenue Recognition Domestic sales taxes of $ 2.6 1.9 1.3 0.4 0.5 0.3 Deferred revenue consists of billings issued that are non-cancellable but not yet paid and payments received in advance of revenue recognition. The Company typically invoices its customers at the beginning of the contract term, in annual and multi-year installments. Deferred revenue that is anticipated to be recognized during the succeeding 12-month period is recorded as current deferred revenue and the remaining portion is recorded as long-term deferred revenue. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may either be in excess or less than the estimated allowance. |
Advertising Costs, Policy [Policy Text Block] | Advertising Advertising costs are charged to sales and marketing expense in the period incurred. |
Legal Costs, Policy [Policy Text Block] | Legal Costs and Deferred Settlement Proceeds Legal fees and costs are charged to general and administrative expense as incurred, other than legal fees and costs that are accounted for as deferred offering costs and debt issuance costs. The proceeds from legal fee insurance coverage prepaid settlements are being accounted for as a deferred liability that is being reduced as legal expenses related to the litigation are incurred in the future. |
Commitments and Contingencies, Policy [Policy Text Block] | Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. |
Stock-Based Compensation and Warrant Expense [Policy Text Block] | Stock-Based Compensation and Warrant Expense The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest whereby estimates of forfeitures are based upon historical experience. In addition, the Company utilized the BSM option-pricing model to estimate the fair value of warrants granted in exchange for a financial performance guarantee. The fair value of such warrants was charged to expense on a straight-line basis over the requisite service period. For warrants where a performance commitment date has not been established, the fair value is adjusted periodically until the commitment date occurs. |
Derivatives, Embedded Derivatives [Policy Text Block] | Embedded Derivatives When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded separately from the carrying value of the host contract, with subsequent changes in the estimated fair value recorded as a non-operating gain or loss in the Company’s consolidated statements of operations. |
Beneficial Conversion Features [Policy Text Block] | Beneficial Conversion Features A beneficial conversion feature is a non-detachable conversion feature that is “in the money” at the commitment date, which requires recognition of a deemed dividend. A conversion option is in the money if the conversion price is lower than the fair value of a share into which it is convertible. |
Income Taxes, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. Interest and penalties related to income taxes are recognized in the provision for income taxes. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The asset and liability accounts of the foreign subsidiaries are translated from their local currencies at the exchange rates in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses resulting from the translation of the subsidiary balance sheets are recorded net of tax as a component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Common Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed using the treasury stock method by giving effect to the exercise of all potential shares of common stock, including stock options and warrants, and the conversion of RSI Preferred Stock, to the extent dilutive. RSI Preferred Stock participated in dividends but was not considered participating securities when there was a net loss because the holders did not have a contractual obligation to share in the losses. |
Recent Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Recently Adopted Standards. The following recently issued accounting standards were adopted during fiscal year 2017: In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments. 4.6 Standards Required to be Adopted in Future Years. The following accounting standards are not yet effective; Management has not completed its evaluation to determine the impact that adoption of these standards will have on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2017, the FASB issued ASU No. 2017-09, CompensationStock Compensation: Scope of Modification Accounting |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant And Equipment Useful Life [Table Text Block] | Property and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the following assets: Years Computer equipment 1-3 Furniture and fixtures 3-7 Capitalized software costs 3 Leasehold improvements Up to 8 years, not to exceed lease term |
MERGER AGREEMENT AND REVERSE 24
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Detailed Information Regarding Consummation Of Mergers [Table Text Block] | In accounting for the reverse recapitalization, the net cash proceeds amounted to $ 42.4 9.3 Total Available Shares Cash Balances, October 9, 2017 20,009,776 $ 158,219 Less redemption of GPIA shares prior to the Mergers (14,286,064) (143,904) Balances before backstop equity financing 5,723,712 14,315 GP Sponsor subscription for 3,600,000 shares at $10.00 per share 3,600,000 36,000 Balances prior to consummation of the Mergers 9,323,712 $ 50,315 |
Schedule Of Capital Infusion From Acquiree [Table Text Block] | In connection with the Mergers, an outstanding loan payable to GP Sponsor with a face amount of approximately $ 3.0 2.0 1.5 150,937 10.00 38.9 GPIA available cash prior to consummation of the Mergers $ 50,315 Less permitted cash payments prior to consummation of the Mergers: GPIA deferred underwriting fee liability (4,550) GPIA transaction costs related to the Mergers (3,351) Net cash proceeds upon consummation of the Mergers 42,414 Other GPIA assets acquired and liabilities assumed in Mergers: Prepaid expenses 14 Deferred underwriting fee liability settled in shares of Common Stock (1,509) Assumed note payable to GP Sponsor (1,992) Net equity infusion from GPIA as of October 10, 2017 $ 38,927 |
Share Transaction Activities Upon Consummation Of Merger [Table Text Block] | The table below summarizes the number of shares of RMNI Common Stock issued upon consummation of the Mergers consisting of (i) the number of shares of RSI Capital Stock outstanding immediately before the Mergers along with the impact of the Exchange Ratio, (ii) the impact of fractional share adjustments, and (iii) the number of shares of RMNI Common Stock outstanding immediately after the Delaware Domestication and consummation of the Mergers on October 10, 2017: RSI Capital Stock Number of Type Series/ Class Shares Preferred A 5,499,900 (1) Preferred B 38,545,560 (1) Preferred C 56,441,036 (1) Common A 529,329 (1) Common B 102,925,500 (1) Total shares of RSI Capital Stock as of October 10, 2017 203,941,325 Effect of Exchange Ratio to convert RSI Capital Stock to Common Stock 48,826,159 (2) Adjustment for fractional shares (67) (3) Cashless exercise of Guarantee Warrant on closing date 42,556 (4) Common Stock issued to former RSI stockholders at closing 48,868,648 (1) Represents the number of shares of RSI Capital Stock issued and outstanding immediately prior to consummation of the Mergers on October 10, 2017. (2) In accounting for the reverse recapitalization, RSI Capital Stock outstanding as of October 10, 2017 was converted to shares of RMNI Common Stock based on the Exchange Ratio. (3) The total number of shares of RMNI Common Stock issued to the former holders of RSI Capital Stock was net of fractional shares resulting from rounding down in the application of the Exchange Ratio. (4) Adams Street Partners and its affiliates (collectively referred to as “ASP”) agreed to exercise on a cashless basis their Guarantee Warrant for 344,828 1.16 177,751 42,556 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restrictions on Cash and Cash Equivalents [Table Text Block] | For purposes of the consolidated statements of cash flows, as of December 31, 2017, 2016 and 2015 cash, cash equivalents and restricted cash are as follows (in thousands): 2017 2016 2015 Cash and cash equivalents $ 21,950 $ 9,385 $ 12,457 Restricted cash: Control accounts under Credit Facility 17,644 18,263 - Corporate credit card debts and other 433 589 102 Total restricted cash 18,077 18,852 102 Total cash, cash equivalents and restricted cash $ 40,027 $ 28,237 $ 12,559 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Allowance, beginning of year $ 36 $ 115 $ 115 Provisions 45 57 55 Write offs, net of recoveries (30) (136) (55) Allowance, end of year $ 51 $ 36 $ 115 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | As of December 31, 2017 and 2016, prepaid expenses and other current assets consist of the following (in thousands): 2017 2016 Prepaid expenses and deposits $ 5,030 $ 4,500 Foreign tax refunds receivable 1,292 483 Prepaid loan agent and service fees 216 218 Other 2,022 547 Total $ 8,560 $ 5,748 |
Property, Plant and Equipment [Table Text Block] | As of December 31, 2017 and 2016, property and equipment consisted of the following (in thousands): 2017 2016 Computer equipment $ 6,966 $ 6,033 Furniture and fixtures 2,654 2,406 Capitalized software costs 433 433 Leasehold improvements 1,090 739 Construction-in-progress 59 297 Total property and equipment 11,202 9,908 Less accumulated depreciation (6,947) (5,349) Property and equipment, net $ 4,255 $ 4,559 |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, 2017 and 2016, other accrued liabilities consist of the following (in thousands): 2017 2016 Accrued sales and other taxes $ 11,266 $ 8,411 Accrued professional fees 8,407 7,184 Current maturities of capital lease obligations 533 802 Income taxes payable 485 433 Other accrued expenses 2,229 1,516 Total other accrued liabilities $ 22,920 $ 18,346 |
Schedule of Other Nonoperating Expense, by Component [Table Text Block] | For the years ended December 31, 2017, 2016 and 2015, other income (expense), net consists of the following (in thousands): 2017 2016 2015 Interest income $ 198 $ 27 $ 11 Other expenses (69) (90) (50) Foreign currency transaction gain (loss) 191 (1,724) (1,065) Total other income (expense), net $ 320 $ (1,787) $ (1,104) |
Financial Instruments and Sig26
Financial Instruments and Significant Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Revenue from External Customers by Geographic Areas [Table Text Block] | The following shows net revenues by geographic region for the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 United States of America $ 144,019 $ 110,746 $ 82,803 International 68,614 49,429 35,360 Total revenue $ 212,633 $ 160,175 $ 118,163 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | As of December 31, 2017 and 2016, debt consists of the following (in thousands): 2017 2016 Credit Facility, net of discount $ 80,054 $ 88,064 Note payable to GPIA Sponsor, net of discount 2,059 - Total 82,113 88,064 Less current maturities (15,500) (24,750) Long-term debt, net of current maturities $ 66,613 $ 63,314 |
Summary of Debt Activities During the Year [Table Text Block] | Funded Credit Facility Activity for 2017. December 31, PIK Liability Cash Payments Amendment Accretion December 31, 2016 Accrual Adjustments Scheduled Prepayments Transfers (1) Costs Expense 2017 Contractual liabilities: Principal balance $ 107,900 $ 2,966 $ - $ (13,500) $ (21,494) $ 50,000 $ - $ - $ 125,872 Mandatory trigger event exit fees 55,258 - 9,414 - (5,000) (50,000) - - 9,672 Mandatory consulting fees 6,000 - - (2,000) - - - - 4,000 Total contractual liability 169,158 2,966 9,414 (15,500) (26,494) - - - 139,544 Debt discount and issuance costs: Original issue discount 2,150 - - - (334) - - - 1,816 Origination fee 5,375 - - - (837) - - - 4,538 Amendment fee 8,600 - - - (1,379) - 4,300 - 11,521 Fair value of warrants 7,608 - - - (1,184) - - - 6,424 Consulting fees to lenders 7,720 - - - (1,201) - - - 6,519 Mandatory trigger event exit fees 55,258 - 9,414 - (9,472) - - - 55,200 Other issuance costs 3,823 - - - (608) - 385 - 3,600 Total discount and issuance costs 90,534 - 9,414 - (15,015) - 4,685 - 89,618 Cumulative accretion (9,440) - - - 2,944 - - (23,632) (30,128) Net discount 81,094 - 9,414 - (12,071) - 4,685 (23,632) 59,490 Net carrying value $ 88,064 $ 2,966 $ - $ (15,500) $ (14,423) $ - $ (4,685) $ 23,632 $ 80,054 (1) Represents the transfer of contractual obligations from mandatory Trigger Event exit fees to principal as required by the Sixth Amendment to the Credit Facility entered into in October 2017. Funded Credit Facility Activity for 2016. June 24, PIK Liability Principal Funding Amendment Accretion December 31, 2016 Accrual Adjustments Borrowings Payments Transfers (1) Costs Expense 2016 Contractual liabilities: Principal balance $ 30,000 $ 900 $ - $ 77,500 $ (500) $ - $ - $ - $ 107,900 Mandatory trigger event exit fees 45,301 - 9,957 - - - - - 55,258 Mandatory consulting fees - - 6,000 - - - - - 6,000 Total contractual liability 75,301 900 15,957 77,500 (500) - - - 169,158 Debt discount and issuance costs: Original issue discount 600 - - 1,550 - - - - 2,150 Origination fee 1,500 - - - - 3,875 - - 5,375 Amendment fee - - - - - - 8,600 - 8,600 Fair value of warrants 2,123 - - - - 5,485 - - 7,608 Consulting fees to lenders 480 - 6,000 - - 1,240 - - 7,720 Mandatory trigger event exit fees 45,301 - 9,957 - - - - - 55,258 Other issuance costs 697 - - - - 1,799 1,327 - 3,823 Total discount and issuance costs 50,701 - 15,957 1,550 - 12,399 9,927 - 90,534 Amortization expense, net (2) - - - - - (1,069) - (8,371) (9,440) Net discount 50,701 - 15,957 1,550 - 11,330 9,927 (8,371) 81,094 Net carrying value $ 24,600 $ 900 $ - $ 75,950 $ (500) $ (11,330) $ (9,927) $ 8,371 $ 88,064 (1) The proportionate DIC for periods prior to the funding date were transferred from the unfunded debt to the funded debt in connection with an amendment to the Credit Facility in October 2016. (2) Consists of $ 8.4 1.1 |
Debt Issuance Costs Allocated to Unfunded Portion [Table Text Block] | Presented below is a summary of activity related to DIC allocated to the unfunded debt for the period from June 24, 2016 (inception of the loan) through December 31, 2017 (in thousands): June 24, Amortization Funding December 31, Amortization December 31, 2016 Additions Expense Transfers (1) 2016 Additions Expense 2017 Origination fee $ 4,750 $ - $ - $ (3,875) $ 875 $ - $ - $ 875 Amendment fee - 1,400 - - 1,400 700 - 2,100 Fair value of warrants 6,724 - - (5,485) 1,239 - - 1,239 Consulting fees to lenders 1,520 - - (1,240) 280 - - 280 Other issuance costs 2,205 183 - (1,799) 589 60 - 649 Total deferred debt issuance costs 15,199 1,583 - (12,399) 4,383 760 - 5,143 Cumulative amortization, net - - (1,502) 1,069 (433) - (1,190) (1,623) Deferred debt issuance costs, net $ 15,199 $ 1,583 $ (1,502) $ (11,330) $ 3,950 $ 760 $ (1,190) $ 3,520 (1) The proportionate costs and accumulated amortization for the period prior to the funding date were transferred from the unfunded debt to the funded debt in October 2016 in connection with the Second Amendment. |
Schedule of Future Maturities of Debt [Table Text Block] | the scheduled future maturities as of December 31, 2017, are as follows (in thousands): Credit Facility Principal Trigger Mandatory GP Sponsor Year Ending December 31, Balance Event Fees Consulting Total Note Payable Total 2018 $ 13,500 (1) $ - $ 2,000 $ 15,500 $ - $ 15,500 2019 15,000 (1) - 2,000 17,000 - 17,000 2020 97,372 (1) 9,672 - 107,044 2,981 (2) 110,025 Total $ 125,872 $ 9,672 $ 4,000 $ 139,544 $ 2,981 $ 142,525 (1) Represents principal amortization as set forth in the Sixth Amendment to the Credit Facility. (2) This note is due and payable when the outstanding principal balance under the Credit Facility is less than $ 95.0 |
Schedule of Interest Expense [Table Text Block] | 2017 2016 2015 Credit Facility: Interest expense at 12.0% $ 11,954 $ 3,597 $ - PIK interest at 3.0% 2,966 900 - Accretion expense for funded debt 23,632 8,371 - Make-whole applicable premium for principal prepayment 4,607 (1) - - Accretion expense for GP Sponsor note payable 68 - - Interest on other borrowings 130 488 829 Total interest expense $ 43,357 $ 13,356 $ 829 (1) Consists of make-whole applicable premium associated with a $ 14.1 |
Schedule of Debt Related Fee [Table Text Block] | 2017 2016 2015 Write-off of debt discount and issuance costs $ 12,071 (1) $ - $ - Collateral monitoring fees 2,505 538 - Penalty under Credit Facility for delay in closing of Mergers 1,250 (2) - - Amortization of debt issuance costs related to unfunded debt 1,190 1,502 - Unused line fees 893 4,095 - Amortization of prepaid agent fees and other 452 237 - Total debt financing fees $ 18,361 $ 6,372 $ - (1) Consists of the write-off of the proportional DIC associated with $ 21.5 5.0 (2) Due to the delay in closing the Merger Agreement discussed in Note 3, on September 1, 2017 the Company incurred a penalty equal to 1.0 125.0 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Preferred Stock By Class And Conversion To Common Stock [Table Text Block] | Presented below is a summary by series of the authorized, issued and outstanding shares, the net carrying values, and the liquidation preferences of RSI Preferred Stock Preferred Stock as of December 31, 2016 (and immediately prior to the effectiveness of the Mergers), and the impact of the conversion to shares of Common Stock upon consummation of the Mergers (in thousands): RSI Preferred Stock as of December 31, 2016 Conversion to Common Stock Number of Carrying Liquidation Number of Common Additional Series Shares (1) Value (2) Preference (3) Shares (4) Stock Paid-in Capital A 5,500 $ 493 $ 550 1,317 $ - $ 493 B 38,545 9,142 10,000 9,228 1 9,141 C 56,441 9,907 10,001 13,513 2 9,905 Total 100,486 $ 19,542 $ 20,551 24,058 $ 3 $ 19,539 (1) Represents the number of shares of RSI Preferred Stock by series that were authorized, issued and outstanding. Each issued and outstanding share of RSI Preferred Stock was convertible into one share of RSI common stock. (2) The carrying value for each series of RSI Preferred Stock was net of incremental and direct professional fees and other costs incurred in connection with the original issuance. (3) In the event of a liquidation, sale, dissolution, change of control, or winding up of the Company, whether voluntary or involuntary, the holders of RSI Preferred Stock were entitled to receive, prior and in preference to the holders of RSI Common Stock, any distribution of the assets of the Company in an amount equal to the sum of (i) the original issuance price of $ 0.1000 0.2594 0.1772 (4) Conversion to shares of RMNI Common Stock upon consummation of the Mergers on October 10, 2017 is based on the Exchange Ratio as discussed further in Note 3. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |
Summary of Option Activity [Table Text Block] | The following table sets forth the summary of stock option activity under the Company’s Stock Plans for the years ended December 31, 2017, 2016 and 2015, as restated to give effect for the reverse recapitalization discussed in Note 1 (shares in thousands): 2017 2016 2015 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 12,863 $ 1.94 12,639 $ 1.84 11,774 $ 1.55 Granted 1,877 7.63 571 5.79 1,183 5.05 Forfeited (298) 6.93 (225) 5.63 (174) 4.28 Expired (1,093) 0.55 (87) 3.63 (97) 1.47 Exercised (1,219) 0.71 (35) 1.41 (47) 1.09 Outstanding, end of year (3)(4) 12,130 2.95 4.9 12,863 1.94 4.6 12,639 1.84 5.4 Vested, end of year (3) 10,033 2.09 4.0 11,369 1.51 4.1 10,413 1.21 4.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of December 31, 2017, 2016 and 2015, the aggregate intrinsic value of stock options outstanding was $ 60.4 28.7 45.6 58.4 28.7 43.9 (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.1 The following table presents the stock option activity affecting the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Available, beginning of year 2,899 1,652 1,354 Granted (1,877) (571) (1,183) Expired options under 2007 Plan 1,093 87 97 Forfeited options under Stock Plans 298 225 174 Newly authorized by Board of Directors - 1,506 1,210 Available, end of year 2,413 2,899 1,652 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions for the years ended December 31, 2017, 2016 and 2015: 2017 2016 2015 Expected life (in years) 5.9 6.0 6.0 Volatility 33 % 37 % 40 % Dividend yield 0 % 0 % 0 % Risk-free interest rate 1.9 % 1.4 % 1.6 % Fair value per common share $ 7.63 $ 5.79 $ 5.05 |
Schedule of Stock-based Compensation Expense [Table Text Block] | 2017 2016 2015 Cost of revenues $ 399 $ 286 $ 319 Sales and marketing 1,411 764 698 General and administrative 1,153 1,247 1,255 Total $ 2,963 $ 2,297 $ 2,272 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Outstanding Warrants [Table Text Block] | A summary of the terms of outstanding warrants and the number of shares of RMNI Common Stock issuable upon exercise, is presented below as of December 31, 2017 and 2016 (in thousands, except per share amounts): Issuance Expiration Exercise Number of Shares Description Date Date Price 2017 2016 (1) Redeemable Origination Agent Warrants: Original Warrant June 2016 June 2026 (1) (2) $ 5.64 - 2,651 (4) Anti-Dilution Warrant October 2016 October 2026 (1) (2) $ 5.64 - 727 (3)(4) Merger Warrant October 2017 June 2026 (2) $ 5.64 3,440 (4) - Total 3,440 3,378 GPIA Public Warrants May 2015 October 2022 $ 11.50 8,625 (5) - GP Sponsor Private Placement Warrants May 2015 October 2022 $ 11.50 6,063 (6) - Guarantee Warrants October 2014 October 2019 (1) $ 4.85 - 83 (7) Total 18,128 3,461 (1) The exercise price and number of shares for warrants outstanding as of December 31, 2016 have been retroactively restated to give effect for the reverse recapitalization discussed in Note 1. (2) The expiration date is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. (3) In order to maintain the number of shares equivalent to 5.0 (4) The Original Warrant and the Anti-Dilution Warrant were redeemable for cash at the option of the holders at the earliest to occur of (i) termination of the Credit Facility discussed in Note 5, (ii) a change of control, or (ii) 30 days prior to the stated expiration date. The redemption price would have been equal to the fair value of the warrants on the date a redemption was elected and, accordingly, the fair value of the warrants was classified as a liability as of December 31, 2016. Since none of the redemption events were considered probable of occurrence within one year, the fair value of the warrants was classified as a long-term liability. Upon consummation of the Mergers discussed in Note 3, the Origination Agent agreed to cancel the Original Warrant and the Anti-Dilution Warrant, in exchange for the Merger Warrant. Additionally, the anti-dilution feature and the cash redemption feature were eliminated in the Merger Warrant. Accordingly, effective October 10, 2017 the fair value of the Merger Warrant was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. (5) On May 26, 2015, GPIA completed an initial public offering that included warrants for 8,625,000 11.50 0.01 18.00 (6) Simultaneously with GPIA’s initial public offering in May 2015, GP Sponsor purchased an aggregate of 6,062,500 1.00 (7) In October 2014, the Company issued warrants for approximately 83,000 550,000 43,000 441,000 380,000 (7,000) 59,000 |
Schedule of Redeemable Origination Agent Warrants [Table Text Block] | Presented below is a summary of the accounting treatment for the Original Warrant and the Anti-Dilution Warrant as of the original issuance date, as of December 31, 2016 and as of October 10, 2017 when the warrants were no longer classified as liabilities (in thousands, except per share amounts): Loss (Gain) From Liability Loss From Liability Redeemable Origination Number of Value at Changes in December 31, Changes in October 10, Agent Warrants Shares Issuance Fair Value (1) 2016 Fair Value (1) 2017 Original Warrant 2,651 $ 8,847 (2) $ (3,142) (3) $ 5,705 $ 12,833 (4) $ 18,538 (5) Anti-Dilution Warrant 727 1,484 (3) 80 (3) 1,564 3,519 (4) 5,083 (5) Total 3,378 $ 10,331 $ (3,062) $ 7,269 $ 16,352 $ 23,621 (5) (1) The Redeemable warrants are classified within Level 3 of the fair value hierarchy. Valuation of the warrants was performed by an independent valuation specialist at the original issuance dates and on a quarterly basis through September 30, 2017. The valuation methodology was performed through a hybrid model using Monte Carlo simulation, which considered possible future equity financing and liquidity scenarios, including an initial public offering, a sale of the business, and a liquidation of the Company. Key Level 3 assumptions inherent in the warrant valuation methodology as of September 30, 2017 include projected revenue multiples of 1.7 1.8 46 48 1.1 1.5 6 20 10.00 46 48 1.1 20 1.7 2.0 44 65 0.5 1.4 26 31 25 (2) As discussed in Note 5, the original fair value of the warrants to purchase approximately 2,651,000 8.8 (3) The fair value of the Anti-Dilution Warrant and other changes in fair value from the issuance date through December 31, 2016, were recognized as a loss on change in fair value of redeemable warrants in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. (4) Changes in fair value from December 31, 2016 through October 10, 2017, were recognized as a loss on change in fair value of redeemable warrants in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2017. (5) As discussed above, the cash redemption feature associated with the Original Warrant and the Anti-Dilution Warrant were eliminated effective on October 10, 2017. Accordingly, the fair value of the warrants in the aggregate amount of $ 23.6 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For the years ended December 31, 2017, 2016 and 2015, loss before income tax expense is as follows (in thousands): 2017 2016 2015 Domestic $ (56,268) $ (14,644) $ (46,683) International 4,290 3,239 2,865 $ (51,978) $ (11,405) $ (43,818) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the years ended December 31, 2017, 2016 and 2015, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes and total income tax expense recognized in the financial statements is as follows (in thousands): 2017 2016 2015 Income tax benefit at statutory U.S. federal rate $ 17,673 $ 3,877 $ 14,898 Income tax benefit attributable to U.S. states, net 1,469 380 1,502 Permanent differences: Non-deductible expenses (284) (301) (225) Stock-based compensation (862) (299) (284) Other (215) (256) (110) Change in statutory federal tax rate (31,826) - - Transition tax (1,503) - - Foreign rate differential and foreign tax credits 522 (211) (328) Reclassification of warrant to equity and other (8,828) 1,421 (1,446) Decrease (increase) in valuation allowance 22,535 (6,143) (15,458) Total income tax expense $ (1,319) $ (1,532) $ (1,451) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the years ended December 31, 2017, 2016 and 2015, income tax benefit (expense) consisted of the following (in thousands): 2017 2016 2015 Current income tax expense: Federal $ - $ - $ - State (140) (98) (62) Foreign (1,303) (1,954) (1,444) Total current income tax expense (1,443) (2,052) (1,506) Deferred income tax benefit: Federal - - - State - - - Foreign 124 520 55 Total deferred income tax benefit 124 520 55 Total income tax expense $ (1,319) $ (1,532) $ (1,451) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2017 and 2016, the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): 2017 2016 Deferred income tax assets: Net operating loss carryforwards $ 45,032 $ 73,027 Deferred revenue 7,907 6,030 Accounts payable and accrued expenses 6,355 6,776 Debt financing interest and fees 4,712 - Stock-based compensation 1,286 1,793 Capital loss carryforwards 1,439 2,051 Tax credit carryforwards 571 418 Deferred rent and other 401 667 Redeemable warrant liability - 2,752 Embedded derivative liability 425 2,044 Foreign deferred assets 1,263 1,706 Gross deferred income tax assets 69,391 97,264 Valuation allowance for deferred income tax assets (68,367) (90,902) Net deferred income tax assets 1,024 6,362 Deferred income tax liabilities: Debt financing interest and fees - (5,759) Other (305) (8) Net deferred tax assets $ 719 $ 595 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under the non-cancellable operating lease agreements are as follows (in thousands): Year ending December 31: 2018 $ 5,134 2019 4,016 2020 3,639 2021 3,506 2022 2,658 Thereafter 73 Total $ 19,026 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The Company has entered into various capital lease agreements for certain computer equipment. The lease terms are 36 4 12 Year ending December 31: 2018 $ 542 2019 232 2020 105 Total minimum lease payments 879 Less amounts representing interest 62 Present value of minimum lease payments 817 Less current portion, included in accrued expenses 533 Long term obligation, included in other long-term liabilities $ 284 |
Schedule of Capital Leased Assets [Table Text Block] | As of December 31, 2017 and 2016, the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, are as follows (in thousands): 2017 2016 Leased computer equipment $ 2,722 $ 2,487 Less accumulated depreciation (1,744) (946) Net $ 978 $ 1,541 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of December 31, 2017, 2016 and 2015, the following potential common stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): 2017 2016 2015 RSI Preferred Stock - 24,058 10,545 Stock options 12,130 12,863 12,639 Warrants 18,128 3,461 83 Total 30,258 40,382 23,267 |
UNAUDITED QUARTERLY FINANCIAL34
UNAUDITED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | |
Quarterly Financial Information [Table Text Block] | The Company’s unaudited quarterly financial information for the two-year period ended December 31, 2017 is as follows (in thousands, except per share amounts): 2017 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Net revenue $ 49,070 $ 52,048 $ 53,611 $ 57,904 $ 34,678 $ 38,037 $ 40,723 $ 46,737 Cost of revenue 18,356 19,537 20,109 24,896 14,570 16,273 17,231 18,971 Gross profit 30,714 32,511 33,502 33,008 20,108 21,764 23,492 27,766 Operating expenses: Sales and marketing 14,696 15,801 17,188 19,074 15,539 19,309 18,725 19,363 General and administrative 9,276 8,928 8,580 9,360 6,635 9,255 8,192 12,130 Litigation costs, net of insurance recoveries 3,945 301 365 249 5,379 5,243 1,081 (41,652) Total operating expenses 27,917 25,030 26,133 28,683 27,553 33,807 27,998 (10,159) Operating income (loss) 2,797 7,481 7,369 4,325 (7,445) (12,043) (4,506) 37,925 Interest expense (9,936) (14,541) (9,152) (9,728) (211) (492) (4,317) (8,336) Other debt financing expenses (1,282) (10,859) (2,563) (3,657) - (305) (3,973) (2,094) Gain (loss) on change in fair value of redeemable warrants (602) (7,648) (5,817) (2,285) - - 2,855 (1,277) Gain (loss) on change in fair value of embedded derivatives (5,100) (700) 1,400 8,200 - - (5,000) (400) Other income (expense), net 89 225 108 (102) (74) (447) (144) (1,121) Income (loss) before income taxes (14,034) (26,042) (8,655) (3,247) (7,730) (13,287) (15,085) 24,697 Income tax expense (441) 183 (385) (676) (267) (322) (306) (637) Net income (loss) $ (14,475) $ (25,859) $ (9,040) $ (3,923) $ (7,997) $ (13,609) $ (15,391) $ 24,060 Earnings (loss) per share attributable to common stockholders: Basic (1) (2) $ (0.59) $ (1.05) $ (0.37) $ (0.07) $ (0.33) $ (0.56) $ (0.63) $ 0.58 (3) Diluted (1) (2) $ (0.59) $ (1.05) $ (0.37) $ (0.07) $ (0.33) $ (0.56) $ (0.63) $ 0.31 (3) Weighted average number of common shares outstanding: Basic (1) 24,353 24,561 24,727 55,021 24,255 24,259 24,262 24,273 Diluted (1) 24,353 24,561 24,727 55,021 24,255 24,259 24,262 45,258 (1) Retroactively restated to give effect to the reverse recapitalization discussed in Note 1. (2) Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. (3) Basic and diluted earnings per share for the fourth quarter of 2016 has been computed based on net income after deducting the $ 10.0 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Textual) shares in Thousands | Oct. 10, 2017shares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock, Shares Authorized | 100,000 | 100,000 | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Shares Issued to GPIA | 9,300 | ||
Shareholder Ownership Percentage | 83.00% | ||
GP Investments Acquisition Corp [Member] | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Business Combination Share Exchange Ratio | 0.2394 |
SIGNIFICANT ACCOUNTING POLICI36
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 1 year |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Capitalized software costs [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | Up to 8 years, not to exceed lease term |
SIGNIFICANT ACCOUNTING POLICI37
SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | Oct. 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Significant Accounting Policies Disclosure [Line Items] | |||||
Business Combination, Acquisition Related Costs | $ 11,900 | ||||
Other Payments to Acquire Businesses | 25,500 | ||||
Operating And Capital Lease Future Minimum Payments Due, Current | $ 5,700 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 40,027 | $ 28,237 | $ 12,559 | $ 13,860 | |
Excise and Sales Taxes | 2,600 | 1,900 | 1,300 | ||
Taxes Foreign Withholding Taxes | 400 | $ 500 | $ 300 | ||
Credit Facility Future Minimum Payments Due, Current | 34,600 | ||||
Payment Obligation | $ 4,600 | ||||
GP Investments Acquisition Corp [Member] | |||||
Significant Accounting Policies Disclosure [Line Items] | |||||
Cash Acquired from Acquisition | 42,400 | ||||
Business Combination, Acquisition Related Costs | 7,900 | ||||
Other Payments to Acquire Businesses | $ 5,000 |
MERGER AGREEMENT AND REVERSE 38
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Details) $ in Thousands | Oct. 10, 2017USD ($)shares |
Less redemption of GPIA shares prior to the Mergers (in shares) | shares | (14,286,064) |
Balances before backstop equity financing (in shares) | shares | 5,723,712 |
GP Sponsor subscription for 3,600,000 shares at $10.00 per share (in shares) | shares | 3,600,000 |
Balances prior to consummation of the Mergers (in shares) | shares | 9,323,712 |
Balances, October 9, 2017 | $ 158,219 |
Less redemption of GPIA shares prior to the Mergers | (143,900) |
Balances before | 14,315 |
GP Sponsor subscription for 3,600,000 shares at $10.00 per share | 36,000 |
Balances prior to consummation of the Mergers | $ 50,315 |
MERGER AGREEMENT AND REVERSE 39
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Details ) (Parenthetical) shares in Millions | Oct. 10, 2017$ / sharesshares |
Sale of Stock, Number of Shares Issued in Transaction | shares | 3.6 |
Sale of Stock, Price Per Share | $ / shares | $ 10 |
MERGER AGREEMENT AND REVERSE 40
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Details 1) $ in Thousands | Oct. 10, 2017USD ($) |
GPIA available cash prior to consummation of the Mergers | $ 50,315 |
Less permitted cash payments prior to consummation of the Mergers: | |
GPIA deferred underwriting fee liability | (4,550) |
GPIA transaction costs related to the Mergers | (3,351) |
Net cash proceeds upon consummation of the Mergers | 42,414 |
Other GPIA assets acquired and liabilities assumed in Mergers: | |
Prepaid expenses | 14 |
Deferred underwriting fee liability settled in shares of Common Stock | (1,509) |
Assumed note payable to GP Sponsor | (1,992) |
Net equity infusion from GPIA as of October 10, 2017 | $ 38,927 |
MERGER AGREEMENT AND REVERSE 41
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Details 2) | Oct. 10, 2017shares | Oct. 10, 2017shares | ||
Effect of Exchange Ratio to convert RSI Capital Stock to Common Stock | 48,826,159 | [1] | ||
Adjustment for fractional shares | (67) | [2] | ||
Cashless exercise of Guarantee Warrant on closing date | 42,556 | 42,556 | [3] | |
Common Stock issued to former RSI stockholders at closing | 48,868,648 | |||
GP Investments Acquisition Corp [Member] | ||||
RSI Capital Stock, Outstanding | 203,941,325 | 203,941,325 | ||
Series A Preferred Stock [Member] | ||||
RSI Capital Stock, Outstanding | 5,499,900 | [4] | 5,499,900 | [4] |
Series B Preferred Stock [Member] | ||||
RSI Capital Stock, Outstanding | 38,545,560 | [4] | 38,545,560 | [4] |
Series C Preferred Stock [Member] | ||||
RSI Capital Stock, Outstanding | 56,441,036 | [4] | 56,441,036 | [4] |
Common Class A [Member] | ||||
RSI Capital Stock, Outstanding | 529,329 | [4] | 529,329 | [4] |
Common Class B [Member] | ||||
RSI Capital Stock, Outstanding | 102,925,500 | [4] | 102,925,500 | [4] |
[1] | In accounting for the reverse recapitalization, RSI Capital Stock outstanding as of October 10, 2017 was converted to shares of RMNI Common Stock based on the Exchange Ratio. | |||
[2] | The total number of shares of RMNI Common Stock issued to the former holders of RSI Capital Stock was net of fractional shares resulting from rounding down in the application of the Exchange Ratio. | |||
[3] | Adams Street Partners and its affiliates (collectively referred to as “ASP”) agreed to exercise on a cashless basis their Guarantee Warrant for 344,828 shares of Rimini Street’s Class A common stock at an exercise price of $1.16 per share immediately prior to consummation of the Mergers. This cashless exercise resulted in the issuance of 177,751 shares of RSI’s Class A common stock which converted to 42,556 shares of RMNI Common Stock upon consummation of the Mergers. | |||
[4] | Represents the number of shares of RSI Capital Stock issued and outstanding immediately prior to consummation of the Mergers on October 10, 2017. |
MERGER AGREEMENT AND REVERSE 42
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Details Textual) - USD ($) | Oct. 10, 2017 | Oct. 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Conditions of Merger Agreement | (i) a minimum of $50.0 million of cash available to GPIA (including the cash in GPIAs trust account and any cash provided by an affiliate of GPIA, GPIC Ltd, a Bermuda company (GP Sponsor) pursuant to its equity commitment) and (ii) a minimum amount of immediately available cash in the GPIA trust account of not less than $5.0 million after giving effect to the redemption of GPIA public shares. | |||||
Equity Issued in Reverse Re-capitalization Price Per Share | $ 10 | |||||
Payments for Repurchase of Common Stock | $ 143,900,000 | |||||
Available Cash From Acquiree | $ 50,315,000 | $ 50,315,000 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 3,600,000 | |||||
Sale of Stock, Price Per Share | $ 10 | $ 10 | ||||
Value of Shares to be Purchased Under Merger Agreement | $ 35,000,000 | |||||
Detailed Description Of Net Proceeds From Capital Infusion In Consummation Of Mergers | (i) pay down $5.0 million of mandatory Trigger Event exit fees due to the Origination Agent as discussed in Note 5, (ii) pay transaction costs payable in cash that were incurred by RSI of approximately $11.9 million, and (iii) the remainder of approximately $25.5 million was deposited to a restricted cash control account under the Credit Facility. | |||||
Business Combination, Consideration Transferred | $ 775,000,000 | |||||
Weighted Average Number of Shares, Contingently Issuable | 5,500,000 | |||||
Weighted Average Number of Shares, Restricted Stock | 45,200,000 | |||||
Common Stock, Value, Issued | [1] | $ 6,000 | $ 2,000 | |||
Business Combination, Acquisition Related Costs | 11,900,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | $ 1,509,000 | $ 1,509,000 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 344,828 | 344,828 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.16 | $ 1.16 | $ 5.64 | |||
Warrants and Rights Outstanding | $ 177,751 | $ 177,751 | ||||
Stock Redeemed or Called During Period, Shares | 14,286,064 | |||||
Shares Outstanding Before Repurchase Of Equity | 5,700,000 | 5,700,000 | ||||
Shares, Outstanding Prior to Consummation of Mergers | 9,323,712 | 9,323,712 | ||||
Proceeds from Issuance of Common Stock | $ 36,000,000 | |||||
Available Cash Before Capital Infusion amount | $ 14,315,000 | $ 14,315,000 | ||||
Stock Issued During Period, Shares, Cashless Exercise Guarantee Warrant | 42,556 | 42,556 | [2] | |||
RMNI Common Stock [Member] | ||||||
Number of Common Stock Obligated to Issue | 388,437 | |||||
Common Stock, Value, Issued | $ 3,900,000 | |||||
Business Combination, Acquisition Related Costs | 14,300,000 | |||||
Investment Advisory Fees | $ 2,400,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | $ 1,500,000 | $ 1,500,000 | ||||
Net Proceeds Received In Reverse Re-capitalization | $ 38,900,000 | 38,900,000 | ||||
Issuance of Common Stock | 150,937 | |||||
GP Investments Acquisition Corp [Member] | ||||||
Net Capital Infusion From Acquiree | $ 42,400,000 | $ 42,400,000 | ||||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||||
GP Sponsor [Member] | ||||||
Debt Instrument Imputed Value | $ 2,000,000 | |||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 3,000,000 | ||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. | |||||
[2] | Adams Street Partners and its affiliates (collectively referred to as “ASP”) agreed to exercise on a cashless basis their Guarantee Warrant for 344,828 shares of Rimini Street’s Class A common stock at an exercise price of $1.16 per share immediately prior to consummation of the Mergers. This cashless exercise resulted in the issuance of 177,751 shares of RSI’s Class A common stock which converted to 42,556 shares of RMNI Common Stock upon consummation of the Mergers. |
OTHER FINANCIAL INFORMATION (De
OTHER FINANCIAL INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Cash and cash equivalents | $ 21,950 | $ 9,385 | ||
Restricted cash: | ||||
Total cash, cash equivalents and restricted cash | 40,027 | 28,237 | $ 12,559 | $ 13,860 |
Cash, cash equivalents and restricted cash [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Cash and cash equivalents | 21,950 | 9,385 | 12,457 | |
Restricted cash: | ||||
Control accounts under Credit Facility | 17,644 | 18,263 | 0 | |
Corporate credit card debts and other | 433 | 589 | 102 | |
Total restricted cash | 18,077 | 18,852 | 102 | |
Total cash, cash equivalents and restricted cash | $ 40,027 | $ 28,237 | $ 12,559 |
OTHER FINANCIAL INFORMATION (44
OTHER FINANCIAL INFORMATION (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Allowance, beginning of year | $ 36 | ||
Allowance, end of year | 51 | $ 36 | |
Allowance for Doubtful Accounts [Member] | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Allowance, beginning of year | 36 | 115 | $ 115 |
Provisions | 45 | 57 | 55 |
Write offs, net of recoveries | (30) | (136) | (55) |
Allowance, end of year | $ 51 | $ 36 | $ 115 |
OTHER FINANCIAL INFORMATION (45
OTHER FINANCIAL INFORMATION (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Prepaid expenses and deposits | $ 8,560 | $ 5,748 |
Prepaid Expenses and Other Current Assets [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Prepaid expenses and deposits | 5,030 | 4,500 |
Foreign tax refunds receivable | 1,292 | 483 |
Prepaid loan agent and service fees | 216 | 218 |
Other | 2,022 | 547 |
Total | $ 8,560 | $ 5,748 |
OTHER FINANCIAL INFORMATION (46
OTHER FINANCIAL INFORMATION (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Property and equipment, net | $ 4,255 | $ 4,559 |
Property and Equipment [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Total property and equipment | 11,202 | 9,908 |
Less accumulated depreciation | (6,947) | (5,349) |
Property and equipment, net | 4,255 | 4,559 |
Property and Equipment [Member] | Computer equipment | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Total property and equipment | 6,966 | 6,033 |
Property and Equipment [Member] | Furniture and fixtures | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Total property and equipment | 2,654 | 2,406 |
Property and Equipment [Member] | Capitalized software costs | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Total property and equipment | 433 | 433 |
Property and Equipment [Member] | Leasehold improvements | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Total property and equipment | 1,090 | 739 |
Property and Equipment [Member] | Construction-in-progress | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Total property and equipment | $ 59 | $ 297 |
OTHER FINANCIAL INFORMATION (47
OTHER FINANCIAL INFORMATION (Details 4) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued compensation and benefits: | ||
Current maturities of capital lease obligations | $ 533 | |
Other accrued liabilities | 22,920 | $ 18,346 |
Other Accrued Liabilities [Member] | ||
Accrued compensation and benefits: | ||
Accrued sales and other taxes | 11,266 | 8,411 |
Accrued professional fees | 8,407 | 7,184 |
Current maturities of capital lease obligations | 533 | 802 |
Income taxes payable | 485 | 433 |
Other accrued liabilities | 2,229 | 1,516 |
Total other accrued liabilities | $ 22,920 | $ 18,346 |
OTHER FINANCIAL INFORMATION (48
OTHER FINANCIAL INFORMATION (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Interest income | $ 198 | $ 27 | $ 11 | ||||||||
Other expenses | (69) | (90) | (50) | ||||||||
Foreign currency transaction gain (loss) | 191 | (1,724) | (1,065) | ||||||||
Total other income (expense), net | $ (102) | $ 108 | $ 225 | $ 89 | $ (1,121) | $ (144) | $ (447) | $ (74) | $ 320 | $ (1,786) | $ (1,104) |
OTHER FINANCIAL INFORMATION (49
OTHER FINANCIAL INFORMATION (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Depreciation | $ 2 | $ 1.7 | $ 1.4 |
Percentage Of Professional Fees Hold Back | 15.00% | 15.00% | |
Accrued Professional Fees | $ 2.7 | $ 2.7 | |
Advertising Expense | $ 1.2 | $ 1.3 | $ 0.8 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 |
Net carrying value of Credit Facility | $ 82,113 | $ 88,064 | $ 6,000 |
Less current maturities | (15,500) | (24,750) | |
Long-term debt, net of current maturities | 66,613 | 63,314 | |
Credit Facility, net of discount | |||
Net carrying value of Credit Facility | 80,054 | 88,064 | |
Note Payable, net of discount | |||
Net carrying value of Credit Facility | $ 2,059 | $ 0 |
DEBT (Details 1)
DEBT (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 10, 2017 | Jun. 25, 2016 | |||||
Contractual liabilities, Accretion Expense | $ 8,400 | $ 24,890 | $ 10,121 | $ 0 | |||||||
Balance Ending | 142,525 | ||||||||||
Balance Beginning | $ 15,199 | 4,383 | |||||||||
Debt discount and issuance costs, PIK Accrual | 43,357 | 13,356 | 829 | ||||||||
Balance Ending | 4,383 | 5,143 | 4,383 | ||||||||
Target date fee for delayed closing of merger | (433) | (12,071) | [1] | 0 | $ 0 | ||||||
Net discount | 200 | 200 | 200 | $ 1,250 | |||||||
Net carrying value | $ 6,000 | 88,064 | 82,113 | 88,064 | |||||||
Funded Debt [Member] | |||||||||||
Balance Beginning | 75,301 | 169,158 | |||||||||
Balance Ending | 169,158 | 139,544 | 169,158 | ||||||||
Balance Beginning | 50,701 | 90,534 | |||||||||
Balance Ending | 90,534 | 89,618 | 90,534 | ||||||||
Target date fee for delayed closing of merger | [2] | (9,440) | |||||||||
Net discount | 81,094 | 59,490 | 81,094 | $ 50,701 | |||||||
Net carrying value | 88,064 | 80,054 | 88,064 | $ 24,600 | |||||||
Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 30,000 | 107,900 | |||||||||
Balance Ending | 107,900 | 125,872 | 107,900 | ||||||||
Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 45,301 | 55,258 | |||||||||
Balance Ending | 55,258 | 9,672 | 55,258 | ||||||||
Balance Beginning | 45,301 | 55,258 | |||||||||
Balance Ending | 55,258 | 55,200 | 55,258 | ||||||||
Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 0 | 6,000 | |||||||||
Balance Ending | 6,000 | 4,000 | 6,000 | ||||||||
Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 600 | 2,150 | |||||||||
Balance Ending | 2,150 | 1,816 | 2,150 | ||||||||
Origination fee [Member] | |||||||||||
Balance Beginning | 4,750 | 875 | |||||||||
Balance Ending | 875 | 875 | 875 | ||||||||
Origination fee [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 1,500 | 5,375 | |||||||||
Balance Ending | 5,375 | 4,538 | 5,375 | ||||||||
Amendment fee [Member] | |||||||||||
Balance Beginning | 0 | 1,400 | |||||||||
Balance Ending | 1,400 | 2,100 | 1,400 | ||||||||
Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 0 | 8,600 | |||||||||
Balance Ending | 8,600 | 11,521 | 8,600 | ||||||||
Fair value of warrants [Member] | |||||||||||
Balance Beginning | 6,724 | 1,239 | |||||||||
Balance Ending | 1,239 | 1,239 | 1,239 | ||||||||
Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 2,123 | 7,608 | |||||||||
Balance Ending | 7,608 | 6,424 | 7,608 | ||||||||
Consulting fees to lenders [Member] | |||||||||||
Balance Beginning | 1,520 | 280 | |||||||||
Balance Ending | 280 | 280 | 280 | ||||||||
Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 480 | 7,720 | |||||||||
Balance Ending | 7,720 | 6,519 | 7,720 | ||||||||
Other issuance costs [Member] | |||||||||||
Balance Beginning | 2,205 | 589 | |||||||||
Balance Ending | 589 | 649 | 589 | ||||||||
Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | 697 | 3,823 | |||||||||
Balance Ending | 3,823 | 3,600 | 3,823 | ||||||||
Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Balance Beginning | (9,440) | ||||||||||
Balance Ending | (9,440) | (30,128) | (9,440) | ||||||||
Payment in Kind (PIK) Note [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, PIK Accrual | 900 | 2,966 | |||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Net discount | 0 | 0 | 0 | ||||||||
Net carrying value | 900 | 2,966 | 900 | ||||||||
Payment in Kind (PIK) Note [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, PIK Accrual | 900 | 2,966 | |||||||||
Payment in Kind (PIK) Note [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, PIK Accrual | 0 | 0 | |||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | 0 | |||||||||
Payment in Kind (PIK) Note [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, PIK Accrual | 0 | ||||||||||
Amendment Fees [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | 0 | |||||||||
Target date fee for delayed closing of merger | (1,502) | (1,190) | |||||||||
Amendment Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Debt discount and issuance costs, Amendment Costs | 9,927 | ||||||||||
Amendment Fees [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Origination fee [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | 0 | |||||||||
Amendment Fees [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Amendment fee [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | 0 | |||||||||
Amendment Fees [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 8,600 | ||||||||||
Amendment Fees [Member] | Fair value of warrants [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | 0 | |||||||||
Amendment Fees [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Consulting fees to lenders [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | 0 | |||||||||
Amendment Fees [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Fees [Member] | Other issuance costs [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | 0 | |||||||||
Amendment Fees [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 1,327 | ||||||||||
Liability Adjustment [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Liability Adjustments | 15,957 | 9,414 | |||||||||
Debt discount and issuance costs, Liability Adjustments | 15,957 | 9,414 | |||||||||
Net discount | 15,957 | 9,414 | 15,957 | ||||||||
Net carrying value | 0 | 0 | 0 | ||||||||
Liability Adjustment [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Liability Adjustments | 0 | 0 | |||||||||
Liability Adjustment [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Liability Adjustments | 9,957 | 9,414 | |||||||||
Debt discount and issuance costs, Liability Adjustments | 9,957 | 9,414 | |||||||||
Liability Adjustment [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Liability Adjustments | 6,000 | 0 | |||||||||
Liability Adjustment [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 0 | 0 | |||||||||
Liability Adjustment [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 0 | 0 | |||||||||
Liability Adjustment [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 0 | 0 | |||||||||
Liability Adjustment [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 0 | 0 | |||||||||
Liability Adjustment [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 6,000 | 0 | |||||||||
Liability Adjustment [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 0 | 0 | |||||||||
Liability Adjustment [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Liability Adjustments | 0 | ||||||||||
Principal Schedule [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Scheduled | 77,500 | (15,500) | |||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 1,550 | 0 | |||||||||
Net discount | 1,550 | 0 | 1,550 | ||||||||
Net carrying value | 75,950 | (15,500) | 75,950 | ||||||||
Principal Schedule [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Scheduled | 77,500 | (13,500) | |||||||||
Principal Schedule [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Scheduled | 0 | 0 | |||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | 0 | |||||||||
Principal Schedule [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Scheduled | 0 | (2,000) | |||||||||
Principal Schedule [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 1,550 | 0 | |||||||||
Principal Schedule [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | 0 | |||||||||
Principal Schedule [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | 0 | |||||||||
Principal Schedule [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | 0 | |||||||||
Principal Schedule [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | 0 | |||||||||
Principal Schedule [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | 0 | |||||||||
Principal Schedule [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Scheduled | 0 | ||||||||||
Principal Prepayments [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Prepayments | (500) | (26,494) | |||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (15,015) | |||||||||
Net discount | 0 | (12,071) | 0 | ||||||||
Net carrying value | (500) | (14,423) | (500) | ||||||||
Principal Prepayments [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Prepayments | (500) | (21,494) | |||||||||
Principal Prepayments [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Prepayments | 0 | (5,000) | |||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (9,472) | |||||||||
Principal Prepayments [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Principal Reductions Prepayments | 0 | 0 | |||||||||
Principal Prepayments [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (334) | |||||||||
Principal Prepayments [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (837) | |||||||||
Principal Prepayments [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (1,379) | |||||||||
Principal Prepayments [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (1,184) | |||||||||
Principal Prepayments [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (1,201) | |||||||||
Principal Prepayments [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 0 | (608) | |||||||||
Principal Prepayments [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Principal Reductions Prepayments | 2,944 | ||||||||||
Funding Transfers [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [3] | (12,399) | |||||||||
Target date fee for delayed closing of merger | [3] | 1,069 | |||||||||
Funding Transfers [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Funding Transfers | 0 | [4] | 0 | [5] | |||||||
Debt discount and issuance costs, Funding Transfers | 12,399 | [4] | 0 | [5] | |||||||
Net discount | 11,330 | [4] | 0 | [5] | 11,330 | [4] | |||||
Net carrying value | (11,330) | [4] | 0 | [5] | (11,330) | [4] | |||||
Funding Transfers [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Funding Transfers | 0 | [4] | 50,000 | [5] | |||||||
Funding Transfers [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Funding Transfers | 0 | [4] | (50,000) | [5] | |||||||
Debt discount and issuance costs, Funding Transfers | 0 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Funding Transfers | 0 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | 0 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Origination fee [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [3] | (3,875) | |||||||||
Funding Transfers [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | 3,875 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Amendment fee [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [3] | 0 | |||||||||
Funding Transfers [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | 0 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Fair value of warrants [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [3] | (5,485) | |||||||||
Funding Transfers [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | 5,485 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Consulting fees to lenders [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [3] | (1,240) | |||||||||
Funding Transfers [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | 1,240 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Other issuance costs [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [3] | (1,799) | |||||||||
Funding Transfers [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | 1,799 | [4] | 0 | [5] | |||||||
Funding Transfers [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Funding Transfers | [5] | 0 | |||||||||
Amendment Costs [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Debt discount and issuance costs, Amendment Costs | 4,685 | ||||||||||
Net discount | 9,927 | 4,685 | 9,927 | ||||||||
Net carrying value | (9,927) | (4,685) | (9,927) | ||||||||
Amendment Costs [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 4,300 | ||||||||||
Amendment Costs [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Amendment Costs [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 385 | ||||||||||
Amendment Costs [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Amendment Costs | 0 | ||||||||||
Accretion Expense [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, PIK Accrual | [2] | 0 | |||||||||
Contractual liabilities, Liability Adjustments | [2] | 0 | |||||||||
Contractual liabilities, Principal Reductions Scheduled | [2] | 0 | |||||||||
Contractual liabilities, Principal Reductions Prepayments | [2] | 0 | |||||||||
Contractual liabilities, Funding Transfers | [2],[4] | (1,069) | |||||||||
Contractual liabilities, Amendment Costs | [2] | 0 | |||||||||
Contractual liabilities, Accretion Expense | 0 | 0 | |||||||||
Balance Beginning | 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | 0 | |||||||||
Net discount | (8,371) | (23,632) | (8,371) | ||||||||
Net carrying value | 8,371 | 23,632 | $ 8,371 | ||||||||
Accretion Expense [Member] | Principal Balance [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | 0 | |||||||||
Accretion Expense [Member] | Mandatory Trigger Event Exit Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | 0 | |||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | 0 | |||||||||
Accretion Expense [Member] | Mandatory Consulting Fees [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | 0 | |||||||||
Accretion Expense [Member] | Original issue discount [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | ||||||||||
Accretion Expense [Member] | Origination fee [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | ||||||||||
Accretion Expense [Member] | Amendment fee [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | ||||||||||
Accretion Expense [Member] | Fair value of warrants [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | ||||||||||
Accretion Expense [Member] | Consulting fees to lenders [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | ||||||||||
Accretion Expense [Member] | Other issuance costs [Member] | Funded Debt [Member] | |||||||||||
Contractual liabilities, Accretion Expense | $ 0 | ||||||||||
Debt discount and issuance costs, Accretion Expenses | 0 | ||||||||||
Accretion Expense [Member] | Cumulative accretion [Member] | Funded Debt [Member] | |||||||||||
Debt discount and issuance costs, Accretion Expenses | $ (23,632) | ||||||||||
[1] | Consists of the write-off of the proportional DIC associated with $21.5 million of principal prepayments and $5.0 million of mandatory Trigger Event exit fee prepayments for the year ended December 31, 2017. | ||||||||||
[2] | Consists of $8.4 million of accretion related to funded debt, plus a $1.1 million transfer of amortization from the unfunded debt issuance costs in October 2016 in connection with the Second Amendment. | ||||||||||
[3] | The proportionate costs and accumulated amortization for the period prior to the funding date were transferred from the unfunded debt to the funded debt in October 2016 in connection with the Second Amendment. | ||||||||||
[4] | The proportionate DIC for periods prior to the funding date were transferred from the unfunded debt to the funded debt in connection with an amendment to the Credit Facility in October 2016. | ||||||||||
[5] | Represents the transfer of contractual obligations from mandatory Trigger Event exit fees to principal as required by the Sixth Amendment to the Credit Facility entered into in October 2017. |
DEBT (Details 2)
DEBT (Details 2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | |||
Balance Beginning | $ 15,199 | $ 4,383 | |||||
Balance Ending | 4,383 | 5,143 | $ 4,383 | ||||
Amortization Expense | (433) | (12,071) | [1] | 0 | $ 0 | ||
Debt Issuance Costs, Noncurrent, Net | 3,950 | 3,520 | 3,950 | $ 2,500 | |||
Origination fee [Member] | |||||||
Balance Beginning | 4,750 | 875 | |||||
Balance Ending | 875 | 875 | 875 | ||||
Amendment fee [Member] | |||||||
Balance Beginning | 0 | 1,400 | |||||
Balance Ending | 1,400 | 2,100 | 1,400 | ||||
Fair value of warrants [Member] | |||||||
Balance Beginning | 6,724 | 1,239 | |||||
Balance Ending | 1,239 | 1,239 | 1,239 | ||||
Consulting fees to lenders [Member] | |||||||
Balance Beginning | 1,520 | 280 | |||||
Balance Ending | 280 | 280 | 280 | ||||
Other issuance costs [Member] | |||||||
Balance Beginning | 2,205 | 589 | |||||
Balance Ending | 589 | 649 | 589 | ||||
Additions [Member] | |||||||
Debt Issuance Costs, Funding Additions | 1,583 | 760 | |||||
Amortization Expense | 0 | 0 | |||||
Debt Issuance Costs, Noncurrent, Net | 1,583 | 760 | 1,583 | ||||
Additions [Member] | Origination fee [Member] | |||||||
Debt Issuance Costs, Funding Additions | 0 | 0 | |||||
Additions [Member] | Amendment fee [Member] | |||||||
Debt Issuance Costs, Funding Additions | 1,400 | 700 | |||||
Additions [Member] | Fair value of warrants [Member] | |||||||
Debt Issuance Costs, Funding Additions | 0 | 0 | |||||
Additions [Member] | Consulting fees to lenders [Member] | |||||||
Debt Issuance Costs, Funding Additions | 0 | 0 | |||||
Additions [Member] | Other issuance costs [Member] | |||||||
Debt Issuance Costs, Funding Additions | 183 | 60 | |||||
Funding Transfers [Member] | |||||||
Debt Issuance Costs, Funding Transfers | [2] | (12,399) | |||||
Amortization Expense | [2] | 1,069 | |||||
Debt Issuance Costs, Noncurrent, Net | (11,330) | (11,330) | |||||
Funding Transfers [Member] | Origination fee [Member] | |||||||
Debt Issuance Costs, Funding Transfers | [2] | (3,875) | |||||
Funding Transfers [Member] | Amendment fee [Member] | |||||||
Debt Issuance Costs, Funding Transfers | [2] | 0 | |||||
Funding Transfers [Member] | Fair value of warrants [Member] | |||||||
Debt Issuance Costs, Funding Transfers | [2] | (5,485) | |||||
Funding Transfers [Member] | Consulting fees to lenders [Member] | |||||||
Debt Issuance Costs, Funding Transfers | [2] | (1,240) | |||||
Funding Transfers [Member] | Other issuance costs [Member] | |||||||
Debt Issuance Costs, Funding Transfers | [2] | (1,799) | |||||
Amendment Expense [Member] | |||||||
Debt Issuance Costs, Amendment Expense | 0 | 0 | |||||
Amortization Expense | (1,502) | (1,190) | |||||
Debt Issuance Costs, Noncurrent, Net | (1,502) | (1,190) | $ (1,502) | ||||
Amendment Expense [Member] | Origination fee [Member] | |||||||
Debt Issuance Costs, Amendment Expense | 0 | 0 | |||||
Amendment Expense [Member] | Amendment fee [Member] | |||||||
Debt Issuance Costs, Amendment Expense | 0 | 0 | |||||
Amendment Expense [Member] | Fair value of warrants [Member] | |||||||
Debt Issuance Costs, Amendment Expense | 0 | 0 | |||||
Amendment Expense [Member] | Consulting fees to lenders [Member] | |||||||
Debt Issuance Costs, Amendment Expense | 0 | 0 | |||||
Amendment Expense [Member] | Other issuance costs [Member] | |||||||
Debt Issuance Costs, Amendment Expense | $ 0 | $ 0 | |||||
[1] | Consists of the write-off of the proportional DIC associated with $21.5 million of principal prepayments and $5.0 million of mandatory Trigger Event exit fee prepayments for the year ended December 31, 2017. | ||||||
[2] | The proportionate costs and accumulated amortization for the period prior to the funding date were transferred from the unfunded debt to the funded debt in October 2016 in connection with the Second Amendment. |
DEBT (Details 3)
DEBT (Details 3) $ in Thousands | Dec. 31, 2017USD ($) | |
2,018 | $ 15,500 | |
2,019 | 17,000 | |
2,020 | 110,025 | |
Total | 142,525 | |
Principal [Member] | ||
2,018 | 13,500 | [1] |
2,019 | 15,000 | [1] |
2,020 | 97,372 | [1] |
Total | 125,872 | |
Trigger Events [Member] | ||
2,018 | 0 | |
2,019 | 0 | |
2,020 | 9,672 | |
Total | 9,672 | |
Consulting [Member] | ||
2,018 | 2,000 | |
2,019 | 2,000 | |
2,020 | 0 | |
Total | 4,000 | |
Total [Member] | ||
2,018 | 15,500 | |
2,019 | 17,000 | |
2,020 | 107,044 | |
Total | 139,544 | |
GP Sponsor Note Payble [Member] | ||
2,018 | 0 | |
2,019 | 0 | |
2,020 | 2,981 | [2] |
Total | $ 2,981 | |
[1] | Represents principal amortization as set forth in the Sixth Amendment to the Credit Facility. | |
[2] | This note is due and payable when the outstanding principal balance under the Credit Facility is less than $95.0 million. |
DEBT (Details 4)
DEBT (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Line of Credit Facility [Line Items] | ||||
Total interest expense | $ 43,357 | $ 13,356 | $ 829 | |
Interest expense at 12.0% [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total interest expense | 11,954 | 3,597 | 0 | |
PIK interest at 3.0% [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total interest expense | 2,966 | 900 | 0 | |
Accretion expense for funded debt [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total interest expense | 23,632 | 8,371 | 0 | |
Interest on other borrowings [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total interest expense | 130 | 488 | 829 | |
Applicable Premium For Principal Prepayment [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total interest expense | 4,607 | [1] | 0 | 0 |
Accretion Expense For GP Sponsor Note Payable [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Total interest expense | $ 68 | $ 0 | $ 0 | |
[1] | Consists of make-whole applicable premium associated with a $14.1 million principal prepayment due to the insurance settlement discussed in Note 10. |
DEBT (Details 5)
DEBT (Details 5) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Write-off of debt discount and issuance costs | $ 433 | $ 12,071 | [1] | $ 0 | $ 0 |
Collateral monitoring fees | 2,505 | 538 | 0 | ||
Penalty under Credit Facility for delay in closing of Mergers | 1,250 | [2] | 0 | 0 | |
Amortization of debt issuance costs related to unfunded debt | 1,190 | 1,502 | 0 | ||
Unused line fees | 893 | 4,095 | 0 | ||
Amortization of prepaid agent fees and other | 452 | 237 | 0 | ||
Total debt financing fees | $ 18,361 | $ 6,372 | $ 0 | ||
[1] | Consists of the write-off of the proportional DIC associated with $21.5 million of principal prepayments and $5.0 million of mandatory Trigger Event exit fee prepayments for the year ended December 31, 2017. | ||||
[2] | Due to the delay in closing the Merger Agreement discussed in Note 3, on September 1, 2017 the Company incurred a penalty equal to 1.0% of the $125.0 million commitment under the Credit Facility. |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 10, 2017 | Oct. 03, 2017 | Oct. 31, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | Oct. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000 | |||||||||||||||
Proceeds from Lines of Credit | $ 5,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 5.00% | |||||||||||||||
Payment for Management Fee | $ 2,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,651,503 | 2,651,503 | ||||||||||||||
Warrants to Purchase Common Stock, Maximum Shares Percentage | 5.00% | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.16 | $ 5.64 | $ 5.64 | |||||||||||||
Warrants Settleable In Cash Fair Value Disclosure | $ 8,800 | |||||||||||||||
Commitment Exit Fee, Basis of Valuation | The commitment exit fee is calculated using the annualized revenue for the most recent fiscal quarter in which a Trigger Event occurs, times a multiplier of 6.9% of annualized revenue up to $300.0 million, and lower percentages for annualized revenue in excess of $300.0 million. | |||||||||||||||
Continuing Origination Agent Service Fee, Basis of Valuation | The continuing origination agent service fee is also calculated using the annualized revenue for the most recent fiscal quarter in which a Trigger Event occurs, times a multiplier of 14.1% of annualized revenue up to $300.0 million, and lower percentages for annualized revenue in excess of $300.0 million. | |||||||||||||||
Debt Instrument, Fee Amount | $ 3,750 | $ 6,250 | $ 6,250 | |||||||||||||
Debt Issuance Costs, Net | $ 1,250 | 200 | $ 200 | 200 | $ 200 | |||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 1,000 | |||||||||||||||
Long-term Debt | $ 6,000 | 82,113 | 88,064 | 82,113 | 88,064 | |||||||||||
Accretion Expense | 8,400 | $ 24,890 | $ 10,121 | $ 0 | ||||||||||||
Unfunded Debt Issuance Cost, Amortization Transferred | 1,100 | |||||||||||||||
Repayments of Lines of Credit | 35,000 | $ 14,100 | 4,250 | $ 6,500 | ||||||||||||
Fair Value Assumptions, Expected Term | 2 years 6 months | 3 years 6 months | ||||||||||||||
Fair Value Inputs, Probability of Default | 35.00% | 34.00% | ||||||||||||||
Fair Value Inputs, Discount Rate | 20.90% | 20.60% | ||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.90% | 1.60% | ||||||||||||||
Fair Value Inputs, Counterparty Credit Risk | 19.00% | 19.00% | ||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 1,600 | 5,400 | $ 1,600 | $ 5,400 | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 100,000 | 6,750 | ||||||||||||||
Debt Issuance Costs, Noncurrent, Net | 3,520 | 2,500 | 3,950 | 3,520 | 3,950 | |||||||||||
Interest Expense, Debt | 43,357 | 13,356 | 829 | |||||||||||||
Excess Cash Flow Payment | $ 4,000 | |||||||||||||||
Excess Cash Flow Payment Percentage | 75.00% | |||||||||||||||
Restricted Cash and Cash Equivalents | 17,600 | 18,300 | 17,600 | 18,300 | ||||||||||||
Repayments of Make Whole Premium on Line of Credit Facility | 4,600 | |||||||||||||||
Prepayment of Principal on Line of Credit Facility | 2,500 | $ 4,000 | 900 | |||||||||||||
Proceeds from Insurance Settlement, Operating Activities | $ 24,000 | $ 18,700 | ||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | 3,000 | 3,000 | ||||||||||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | 95,000 | |||||||||||||||
Business Combination Principal Prepayment | 5,000 | |||||||||||||||
Line of Credit Facility, Increase (Decrease), Net | 50,000 | |||||||||||||||
Decrease In Mandatory Trigger Event Exit Fees | 55,000 | |||||||||||||||
Debt Instrument, Collateral Monitoring Fees Percentage | 2.50% | |||||||||||||||
Sixth Amendment Adjustments Cease Condition | However, pursuant to the Sixth Amendment, these adjustments will cease when the principal balance under the Credit Facility is $52.0 million or less. | |||||||||||||||
Deferred Amendment Fees | 5,000 | |||||||||||||||
Noncash Merger Related Costs | 1,250 | |||||||||||||||
Prepayment Of Principal | 21,500 | |||||||||||||||
Prepayment Of Trigger Event Exit Fee | $ 5,000 | |||||||||||||||
Penalty Rate | 1.00% | |||||||||||||||
Embedded Derivative, Gain (Loss) on Embedded Derivative, Net | 3,800 | 5,400 | $ 3,800 | (5,400) | $ 0 | |||||||||||
Payment in Kind (PIK) Note [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||||
GP Investments Acquisition Corp [Member] | ||||||||||||||||
Accretion Expense | $ 100 | |||||||||||||||
Line of Credit Facility, Impute Interest Rtate | 15.00% | |||||||||||||||
Line of Credit Facility, Discount From Payment | 1,000 | |||||||||||||||
Long-term Line of Credit | $ 2,000 | 2,100 | $ 2,100 | |||||||||||||
Rimini Street, Inc [Member] | ||||||||||||||||
Accretion Expense | 11,900 | |||||||||||||||
Line of Credit [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 15,000 | $ 15,000 | $ 15,000 | |||||||||||||
Debt Instrument, Fee Amount | 125,000 | 125,000 | ||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 300 | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.25% | |||||||||||||||
Second Amendment [Member] | ||||||||||||||||
Sale of Stock, Consideration Received on Transaction | 35,000 | |||||||||||||||
Repayments of Lines of Credit | 2,500 | |||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||||||||||||
Sixth Amendment [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 139,500 | 139,500 | ||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 3,750 | $ 1,250 | $ 10,000 | |||||||||||||
Accretion Expense | 11,900 | |||||||||||||||
Line of Credit Facility, Maximum Amount Outstanding During Period | 95,000 | |||||||||||||||
Long-term Line of Credit | $ 3,000 | 3,000 | ||||||||||||||
Sixth Amendment [Member] | GP Investments Acquisition Corp [Member] | ||||||||||||||||
Accretion Expense | 7,900 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 20,000 | |||||||||||||||
Maximum [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 2,250 | |||||||||||||||
Maximum [Member] | Second Amendment [Member] | ||||||||||||||||
Credit facility, Additional Quarterly Principal Payments Percentage | 75.00% | |||||||||||||||
Minimum [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 1,000 | |||||||||||||||
Minimum [Member] | Second Amendment [Member] | ||||||||||||||||
Credit facility, Additional Quarterly Principal Payments Percentage | 25.00% | |||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 65,000 | $ 125,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 0.75% | 15.00% | 0.75% | ||||||||||||
Line of Credit Facility, Collateral Fee Percentage | 0.50% | 0.50% | ||||||||||||||
Line of Credit Facility, Collateral Fee Percentage After Amendment | 2.50% | |||||||||||||||
Debt Instrument Additional Interest Rate, Debt Default | 2.00% | |||||||||||||||
Credit facility, Additional Quarterly Principal Payments Percentage | 75.00% | |||||||||||||||
Debt instrument Origination Fee Percentage | 5.00% | |||||||||||||||
Debt instrument Original Issue Discount Percentage | 2.00% | |||||||||||||||
Consulting Exit Fee Payable | $ 14,000 | |||||||||||||||
Foreign Withholding Tax Fee Payable | 2,000 | |||||||||||||||
Commitment Exit Fee | 9,600 | |||||||||||||||
Continuing Origination Agent Service Fee Payable | 19,700 | |||||||||||||||
Aggregate Trigger Event fees | 45,300 | |||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 17,500 | |||||||||||||||
Long-term Debt | $ 80,054 | $ 88,064 | $ 80,054 | $ 88,064 | ||||||||||||
Debt Instrument, Premium Rate, Stated Percentage | 15.00% | 15.00% | ||||||||||||||
Revolving Credit Facility [Member] | Funded Portion [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 26.30% | 25.60% | 26.30% | 25.60% | ||||||||||||
Revolving Credit Facility [Member] | Unfunded Portion [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 41.30% | 40.60% | 41.30% | 40.60% | ||||||||||||
Revolving Credit Facility [Member] | Annual Loan Service [Member] | ||||||||||||||||
Debt Instrument, Fee Amount | $ 400 | $ 400 | ||||||||||||||
Initial Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000 | |||||||||||||||
Delayed Draw A Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 65,000 | |||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 15.00% | |||||||||||||||
Line of Credit Facility, Collateral Fee Percentage After Amendment | 2.50% | |||||||||||||||
Delayed Draw A Term Loan [Member] | Revolving Credit Facility [Member] | Second Amendment [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 65,000 | |||||||||||||||
Delayed Draw B Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000 | $ 30,000 | ||||||||||||||
Line of Credit Facility, Decrease, Forgiveness | 65,000 | |||||||||||||||
Delayed Draw B Term Loan [Member] | Revolving Credit Facility [Member] | Second Amendment [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,500 | $ 17,500 | $ 17,500 | |||||||||||||
Corporate Credit Card Program [Member] | Line of Credit [Member] | ||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300 | $ 300 | ||||||||||||||
Payable In Cash Interest [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||
Paid-In-Kind [Member] | Revolving Credit Facility [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% |
Capital Structure (Details)
Capital Structure (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Class of Stock [Line Items] | ||||
Number of Shares | 0 | 0 | ||
Carrying Value | [1] | $ 0 | $ 0 | |
Liquidation Preference | $ 0 | |||
Number of Shares | 24,100 | 24,058 | [2] | |
Additional Paid in Capital | [1] | $ 94,967 | $ 19,102 | |
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock | 3 | |||
Additional Paid-in Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Additional Paid in Capital | $ 19,539 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Shares | [3] | 5,500 | ||
Carrying Value | [4] | $ 493 | ||
Liquidation Preference | [5] | $ 550 | ||
Number of Shares | [2] | 1,317 | ||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock | $ 0 | |||
Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Additional Paid in Capital | $ 493 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Shares | [3] | 38,545 | ||
Carrying Value | [4] | $ 9,142 | ||
Liquidation Preference | [5] | $ 10,000 | ||
Number of Shares | [2] | 9,228 | ||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock | $ 1 | |||
Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Additional Paid in Capital | $ 9,141 | |||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Shares | [3] | 56,441 | ||
Carrying Value | [4] | $ 9,907 | ||
Liquidation Preference | [5] | $ 10,001 | ||
Number of Shares | [2] | 13,513 | ||
Series C Preferred Stock [Member] | Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock | $ 2 | |||
Series C Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Additional Paid in Capital | $ 9,905 | |||
Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Shares | 0 | 100,486 | [3] | |
Carrying Value | [4] | $ 19,542 | ||
Liquidation Preference | [5] | $ 20,551 | ||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. | |||
[2] | Conversion to shares of RMNI Common Stock upon consummation of the Mergers on October 10, 2017 is based on the Exchange Ratio as discussed further in Note 3. | |||
[3] | Represents the number of shares of RSI Preferred Stock by series that were authorized, issued and outstanding. Each issued and outstanding share of RSI Preferred Stock was convertible into one share of RSI common stock. | |||
[4] | The carrying value for each series of RSI Preferred Stock was net of incremental and direct professional fees and other costs incurred in connection with the original issuance. | |||
[5] | In the event of a liquidation, sale, dissolution, change of control, or winding up of the Company, whether voluntary or involuntary, the holders of RSI Preferred Stock were entitled to receive, prior and in preference to the holders of RSI Common Stock, any distribution of the assets of the Company in an amount equal to the sum of (i) the original issuance price of $0.1000 for Series A, $0.2594 for Series B, and $0.1772 for Series C Preferred Stock, and (ii) all declared but unpaid dividends on such share of RSI Preferred Stock (collectively, the “Liquidation Preference”). In the event funds were insufficient to make a complete distribution to all holders of RSI Preferred Stock, the remaining assets would have been distributed with equal priority and pro rata among the holders of each series of RSI Preferred Stock so that each holder would have received the same percentage of the applicable preferential amount. After full payment of the Liquidation Preference to the holders of RSI Preferred Stock, the remaining assets would have been distributed with equal priority and pro rata to the holders of RSI Common Stock based on the number of shares of RSI Common Stock held by each common stockholder. |
Capital Structure (Details Text
Capital Structure (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Class of Stock [Line Items] | |||||
Preferred Stock Dividends, Income Statement Impact | [1] | $ 0 | $ 10,000 | $ 0 | |
Preferred Stock, Shares Authorized | 100,000 | 100,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Conversion of Stock, Shares Issued | 24,100 | 24,058 | [2] | ||
Common Stock, Shares, Outstanding | 59,314 | 24,282 | |||
Adams Street Partners and its affiliates [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of Stock, Shares Issued | 22,700 | ||||
Common Stock, Shares, Outstanding | 23,300 | ||||
Percentage of Preferred Stock Shares Outstanding | 39.20% | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Liquidation Preference Per Share | $ 0.1000 | ||||
Conversion of Stock, Shares Issued | [2] | 1,317 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Liquidation Preference Per Share | $ 0.2594 | ||||
Conversion of Stock, Shares Issued | [2] | 9,228 | |||
Series B Preferred Stock [Member] | Adams Street Partners and its affiliates [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage of Preferred Stock Shares Outstanding | 100.00% | ||||
Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Liquidation Preference Per Share | $ 0.1772 | ||||
Preferred Stock, Convertible, Beneficial Conversion Feature | At the date of issuance of RSI’s Series C Preferred Stock in October 2016, the fair value of RSI’s common stock exceeded the issuance price of $0.1772 for the Series C Preferred Stock. The fair value of the RSI common stock into which the shares of Series C Preferred Stock were immediately convertible had a fair value that exceeded the $10.0 million of cash consideration received for the issuance of the Series C Preferred Stock, resulting in the recognition of a beneficial conversion feature that was equal to the aggregate Series C Preferred Stock issuance price of $10.0 million. | ||||
Conversion of Stock, Shares Issued | [2] | 13,513 | |||
Series C Preferred Stock [Member] | Adams Street Partners and its affiliates [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage of Preferred Stock Shares Outstanding | 100.00% | ||||
[1] | Represents beneficial conversion feature related to RSI Series C Preferred Stock issued in October 2016 as discussed in Note 8. | ||||
[2] | Conversion to shares of RMNI Common Stock upon consummation of the Mergers on October 10, 2017 is based on the Exchange Ratio as discussed further in Note 3. |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - $ / shares shares in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2016 | ||||
Shares Granted | 1,877 | 571 | 1,183 | ||||
Forfeited | (298) | (225) | (174) | ||||
Shares Expired | (1,093) | (87) | (97) | ||||
Shares Vested, end of year | 100 | ||||||
Stock Options [Member] | |||||||
Shares Outstanding, beginning of year | 12,863 | [1],[2] | 12,639 | [1],[2] | 11,774 | ||
Shares Granted | 1,877 | 571 | 1,183 | ||||
Forfeited | (298) | (225) | (174) | ||||
Shares Expired | (1,093) | (87) | (97) | ||||
Shares Exercised | (1,219) | (35) | (47) | ||||
Shares Outstanding, end of year | [1],[2] | 12,130 | 12,863 | 12,639 | |||
Shares Vested, end of year | [1] | 10,033 | 10,413 | 11,369 | |||
Price Outstanding, beginning of year | [3] | $ 1.94 | [1],[2] | $ 1.84 | [1],[2] | $ 1.55 | |
Price Granted | [3] | 7.63 | 5.79 | 5.05 | |||
Price Forfeited | [3] | 6.93 | 5.63 | 4.28 | |||
Price Expired | [3] | 0.55 | 3.63 | 1.47 | |||
Price Exercised | [3] | 0.71 | 1.41 | 1.09 | |||
Price Outstanding, end of year | [1],[2],[3] | 2.95 | 1.94 | 1.84 | |||
Price Vested, end of year | [1],[3] | $ 2.09 | $ 1.51 | $ 1.21 | |||
Term Outstanding, end of year | [1],[2],[4] | 4 years 10 months 24 days | 4 years 7 months 6 days | 5 years 4 months 24 days | |||
Term Vested, end of year | [1],[4] | 4 years | 4 years 1 month 6 days | 4 years 8 months 12 days | |||
[1] | As of December 31, 2017, 2016 and 2015, the aggregate intrinsic value of stock options outstanding was $60.4 million, $28.7 million and $45.6 million, respectively. As of December 31, 2017, 2016 and 2015, the aggregate intrinsic value of vested stock options was $58.4 million, $28.7 million and $43.9 million, respectively. | ||||||
[2] | The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.1 million shares as of December 31, 2017. | ||||||
[3] | Represents the weighted average exercise price. | ||||||
[4] | Represents the weighted average remaining contractual term until the stock options expire. |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Available, beginning of year | 2,899 | 1,652 | 1,354 |
Granted | (1,877) | (571) | (1,183) |
Expired options under 2007 Plan | 1,093 | 87 | 97 |
Forfeited options under Stock Plans | 298 | 225 | 174 |
Newly authorized by Board of Directors | 0 | 1,506 | 1,210 |
Available, end of year | 2,413 | 2,899 | 1,652 |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Expected life (in years) | 5 years 10 months 24 days | 6 years | 6 years |
Volatility | 33.00% | 37.00% | 40.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.90% | 1.40% | 1.60% |
Fair value per common share | $ 7.63 | $ 5.79 | $ 5.05 |
STOCK OPTIONS (Details 3)
STOCK OPTIONS (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allocated Share-based Compensation Expense | $ 2,963 | $ 2,297 | $ 2,272 |
Cost of revenues | |||
Allocated Share-based Compensation Expense | 399 | 286 | 319 |
Sales and marketing | |||
Allocated Share-based Compensation Expense | 1,411 | 764 | 698 |
General and administrative | |||
Allocated Share-based Compensation Expense | $ 1,153 | $ 1,247 | $ 1,255 |
STOCK OPTIONS (Details Textual)
STOCK OPTIONS (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2007 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,877,000 | 571,000 | 1,183,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,413,000 | 2,899,000 | 1,652,000 | 1,354,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 0 | 1,506,000 | 1,210,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 100,000 | ||||||
Employee Stock Option [Member] | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 3.2 | $ 1.9 | $ 3.3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercises, Aggregate Intrinsic Value | $ 7.9 | $ 0.2 | $ 0.2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 2.68 | $ 2.19 | $ 2.04 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||
Label "2007 Plan and 2013 Plan [Member]" | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 60.4 | $ 28.7 | $ 45.6 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 58.4 | $ 28.7 | $ 43.9 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Percentage of Exercise Price | 100.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||
Two Thousands And Seven Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,005,000 | ||||||
Two Thousands And Thirteen Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,125,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,412,000 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,766,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jul. 31, 2027 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | On the first day of each fiscal year beginning in 2018, the 2013 Plan provides that the number of authorized shares available for issuance will increase in an amount equal to the lesser of (i) 20.0 million shares, (ii) 4% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine. | ||||||
Two Thousands And Thirteen Plan [Member] | Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,300,000 | ||||||
Common Class B [Member] | Two Thousands And Seven Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 14,254,000 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares shares in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Oct. 10, 2017 | Dec. 31, 2016 | [1] | |||
Exercise Price | $ 5.64 | $ 1.16 | ||||
Number of Shares | 18,128 | 3,461 | ||||
Redeemable Origination Agent Warrants [Member] | ||||||
Number of Shares | 3,440 | 3,378 | ||||
Original Warrants [Member] | ||||||
Number of Shares | 2,651 | |||||
Original Warrants [Member] | Redeemable Origination Agent Warrants [Member] | ||||||
Warrants Issuance Date | 2016-06 | |||||
Warrants Expiration Date | [1],[2] | 2026-06 | ||||
Exercise Price | $ 5.64 | |||||
Number of Shares | 0 | 2,651 | [3] | |||
Anti-Dilution Warrant [Member] | ||||||
Number of Shares | 727 | |||||
Anti-Dilution Warrant [Member] | Redeemable Origination Agent Warrants [Member] | ||||||
Warrants Issuance Date | 2016-10 | |||||
Warrants Expiration Date | [1],[2] | 2026-10 | ||||
Exercise Price | $ 5.64 | |||||
Number of Shares | 0 | 727 | [3],[4] | |||
Merger Warrant [Member] | Redeemable Origination Agent Warrants [Member] | ||||||
Warrants Issuance Date | 2017-10 | |||||
Warrants Expiration Date | [2] | 2026-06 | ||||
Exercise Price | $ 5.64 | |||||
Number of Shares | 3,440 | [3] | 0 | |||
GPIA Public Warrants [Member] | ||||||
Warrants Issuance Date | 2015-05 | |||||
Warrants Expiration Date | 2022-10 | |||||
Exercise Price | $ 11.50 | |||||
Number of Shares | 8,625 | [5] | 0 | |||
GP Sponsor Private Placement Warrants [Member] | ||||||
Warrants Issuance Date | 2015-05 | |||||
Warrants Expiration Date | 2022-10 | |||||
Exercise Price | $ 11.50 | |||||
Number of Shares | 6,063 | [6] | 0 | |||
Guarantee Warrants [Member] | ||||||
Warrants Issuance Date | 2014-10 | |||||
Warrants Expiration Date | [1] | 2019-10 | ||||
Exercise Price | $ 4.85 | |||||
Number of Shares | 0 | 83 | [7] | |||
[1] | The exercise price and number of shares for warrants outstanding as of December 31, 2016 have been retroactively restated to give effect for the reverse recapitalization discussed in Note 1. | |||||
[2] | The expiration date is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. | |||||
[3] | The Original Warrant and the Anti-Dilution Warrant were redeemable for cash at the option of the holders at the earliest to occur of (i) termination of the Credit Facility discussed in Note 5, (ii) a change of control, or (ii) 30 days prior to the stated expiration date. The redemption price would have been equal to the fair value of the warrants on the date a redemption was elected and, accordingly, the fair value of the warrants was classified as a liability as of December 31, 2016. Since none of the redemption events were considered probable of occurrence within one year, the fair value of the warrants was classified as a long-term liability. Upon consummation of the Mergers discussed in Note 3, the Origination Agent agreed to cancel the Original Warrant and the Anti-Dilution Warrant, in exchange for the Merger Warrant. Additionally, the anti-dilution feature and the cash redemption feature were eliminated in the Merger Warrant. Accordingly, effective October 10, 2017 the fair value of the Merger Warrant was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. | |||||
[4] | In order to maintain the number of shares equivalent to 5.0% of RSI’s fully-diluted share capital as required by the Original Warrant, an Anti-Dilution Warrant was issued in October 2016. | |||||
[5] | On May 26, 2015, GPIA completed an initial public offering that included warrants for 8,625,000 shares of Common Stock (the “Public Warrants”). Each Public Warrant entitles the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants, in whole or in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice is provided to the holders, and (ii) the last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the Public Warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. | |||||
[6] | Simultaneously with GPIA’s initial public offering in May 2015, GP Sponsor purchased an aggregate of 6,062,500 warrants at a purchase price of $1.00 per warrant in a private placement (the “Private Placement Warrants”). The Private Placement Warrants may not be redeemed by the Company so long as the Private Placement Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or such purchasers’ permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | |||||
[7] | In October 2014, the Company issued warrants for approximately 83,000 shares (the “Guarantee Warrants”) to certain holders of RSI Preferred Stock in exchange for a three-year guarantee of up to £550,000 pursuant to support service agreements to a customer in the United Kingdom. Since a performance commitment date had not been established, the fair value of the warrants was periodically adjusted through October 10, 2017, when the warrants were exercised on a cashless basis resulting in the issuance of approximately 43,000 shares of RMNI Common Stock. The fair value of the warrant prior to exercise on October 10, 2017 was $441,000. The periodic changes in fair value were amortized to sales and marketing expense through the exercise date, whereby total expense (income) of approximately $380,000, $(7,000) and $59,000, was recognized for the years ended December 31, 2017, 2016 and 2015, respectively. |
WARRANTS (Details 1)
WARRANTS (Details 1) - USD ($) shares in Thousands, $ in Thousands | Oct. 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Number of Shares | 18,128 | 3,461 | [1] | |||
Value at Issuance | $ 10,331 | |||||
Loss (Gain) From Changes in Fair Value | [2] | $ 16,352 | $ (3,062) | |||
Liability | 23,621 | [3] | 7,269 | |||
Original Warrants [Member] | ||||||
Number of Shares | 2,651 | |||||
Value at Issuance | [4] | $ 8,847 | ||||
Loss (Gain) From Changes in Fair Value | [2] | 12,833 | [5] | (3,142) | [6] | |
Liability | 18,538 | [3] | 5,705 | |||
Anti-Dilution Warrant [Member] | ||||||
Number of Shares | 727 | |||||
Value at Issuance | [6] | $ 1,484 | ||||
Loss (Gain) From Changes in Fair Value | [2] | 3,519 | [5] | 80 | [6] | |
Liability | $ 5,083 | [3] | $ 1,564 | |||
[1] | The exercise price and number of shares for warrants outstanding as of December 31, 2016 have been retroactively restated to give effect for the reverse recapitalization discussed in Note 1. | |||||
[2] | The Redeemable warrants are classified within Level 3 of the fair value hierarchy. Valuation of the warrants was performed by an independent valuation specialist at the original issuance dates and on a quarterly basis through September 30, 2017. The valuation methodology was performed through a hybrid model using Monte Carlo simulation, which considered possible future equity financing and liquidity scenarios, including an initial public offering, a sale of the business, and a liquidation of the Company. Key Level 3 assumptions inherent in the warrant valuation methodology as of September 30, 2017 include projected revenue multiples of 1.7 to 1.8, volatility of 46% to 48%, the risk-free interest rate of 1.1% to 1.5%, a discount rate for lack of marketability of 6%, and the overall discount rate of approximately 20%. The valuation methodology as of October 10, 2017 only considered the scenario for consummation of the Mergers based on the agreed upon price of $10.00 per share of Common Stock, volatility of 46% to 48%, the risk-free interest rate of 1.1%, and the overall discount rate of approximately 20%. Key Level 3 assumptions inherent in the valuation methodology as of December 31, 2016 include projected revenue multiples ranging from 1.7 to 2.0, volatility ranging from 44% to 65%, the risk-free interest rate ranging from 0.5% to 1.4%, a discount rate for lack of marketability ranging from 26% to 31%, and the overall discount rate of approximately 25%. | |||||
[3] | As discussed above, the cash redemption feature associated with the Original Warrant and the Anti-Dilution Warrant were eliminated effective on October 10, 2017. Accordingly, the fair value of the warrants in the aggregate amount of $23.6 million was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. | |||||
[4] | As discussed in Note 5, the original fair value of the warrants to purchase approximately 2,651,000 shares of the Company’s Common Stock was $8.8 million which was accounted for as DIC. | |||||
[5] | Changes in fair value from December 31, 2016 through October 10, 2017, were recognized as a loss on change in fair value of redeemable warrants in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2017. | |||||
[6] | The fair value of the Anti-Dilution Warrant and other changes in fair value from the issuance date through December 31, 2016, were recognized as a loss on change in fair value of redeemable warrants in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. |
WARRANTS (Details Textual)
WARRANTS (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 10, 2017USD ($)$ / sharesshares | Sep. 30, 2017 | Oct. 31, 2016 | May 26, 2015$ / sharesshares | Oct. 31, 2014GBP (£)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,651,503 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.16 | $ 5.64 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ | $ 8,800,000 | |||||||
Fair Value Adjustment of Warrants | $ | $ (16,352,000) | $ 1,578,000 | $ 0 | |||||
Fair Value Assumptions Overall Discount Rate | 25.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 33.00% | 37.00% | 40.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.90% | 1.40% | 1.60% | |||||
Warrant [Member] | ||||||||
Fair Value Assumptions Overall Discount Rate | 20.00% | 20.00% | ||||||
Fair Value Assumptions Discount Rate For Lack of Marketability | 6.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.10% | |||||||
Business Acquisition, Share Price | $ 10 | |||||||
Percentage of dilution Warrants | 5.00% | |||||||
Warrant [Member] | Minimum [Member] | ||||||||
Fair Value Assumptions Discount Rate For Lack of Marketability | 26.00% | |||||||
Fair Value Assumptions Projected Revenue Multiples | 1.7 | 1.7 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 46.00% | 46.00% | 44.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.10% | 0.50% | ||||||
Warrant [Member] | Maximum [Member] | ||||||||
Fair Value Assumptions Discount Rate For Lack of Marketability | 31.00% | |||||||
Fair Value Assumptions Projected Revenue Multiples | 1.8 | 2 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 48.00% | 48.00% | 65.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% | 1.40% | ||||||
Public Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8,625,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||
Class of Warrant or Right, Redemption Price of Warrants or Rights | 0.01 | |||||||
Class of Warrant or Right, Redemption Threshold Price per share | $ 18 | |||||||
Private Placement Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 6,062,500 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||
Guarantee Warrants [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.85 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 83,000 | |||||||
Adjustment of Warrants Granted for Services | £ | £ 550,000 | |||||||
Stock Issued During the Period, Stock Warrants Exercised | shares | 43,000 | |||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ | $ 441,000 | |||||||
Fair Value Adjustment of Warrants | $ | $ 380,000 | $ (7,000) | $ 59,000 | |||||
Anti-dilution Warrants [Member] | ||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ | $ 23,600,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Domestic | $ (56,268) | $ (14,644) | $ (46,683) |
International | 4,290 | 3,239 | 2,865 |
Loss from operations before income taxes | $ (51,978) | $ (11,405) | $ (43,818) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Income tax benefit at statutory U.S. federal rate | $ 17,673 | $ 3,877 | $ 14,898 | ||||||||
Income tax benefit attributable to U.S. states, net | 1,469 | 380 | 1,502 | ||||||||
Permanent differences: | |||||||||||
Non-deductible expenses | (284) | (301) | (225) | ||||||||
Stock-based compensation | (862) | (299) | (284) | ||||||||
Other | (215) | (256) | (110) | ||||||||
Change in statutory federal tax rate | (31,826) | 0 | 0 | ||||||||
Transition tax | (1,503) | 0 | 0 | ||||||||
Foreign rate differential and foreign tax credits | 522 | (211) | (328) | ||||||||
Reclassification of warrant to equity and other | (8,828) | 1,421 | (1,446) | ||||||||
Decrease (increase) in valuation allowance | 22,535 | (6,143) | (15,458) | ||||||||
Total income tax expense | $ 676 | $ 385 | $ (183) | $ 441 | $ 637 | $ 306 | $ 322 | $ 267 | $ (1,319) | $ (1,532) | $ (1,451) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | (140) | (98) | (62) | ||||||||
Foreign | (1,303) | (1,954) | (1,444) | ||||||||
Total current income tax expense | (1,443) | (2,052) | (1,506) | ||||||||
Deferred income tax benefit: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Foreign | 124 | 520 | 55 | ||||||||
Total deferred income tax benefit | 124 | 520 | 55 | ||||||||
Total income tax expense | $ 676 | $ 385 | $ (183) | $ 441 | $ 637 | $ 306 | $ 322 | $ 267 | $ (1,319) | $ (1,532) | $ (1,451) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||
Net operating loss carryforwards | $ 45,032 | $ 73,027 |
Deferred revenue | 7,907 | 6,030 |
Accounts payable and accrued expenses | 6,355 | 6,776 |
Debt financing interest and fees | 4,712 | 0 |
Stock-based compensation | 1,286 | 1,793 |
Capital loss carryforwards | 1,439 | 2,051 |
Tax credit carryforwards | 571 | 418 |
Deferred rent and other | 401 | 667 |
Redeemable warrant liability | 0 | 2,752 |
Embedded derivative liability | 425 | 2,044 |
Foreign deferred assets | 1,263 | 1,706 |
Gross deferred income tax assets | 69,391 | 97,264 |
Valuation allowance for deferred income tax assets | (68,367) | (90,902) |
Net deferred income tax assets | 1,024 | 6,362 |
Deferred income tax liabilities: | ||
Debt financing interest and fees | 0 | (5,759) |
Deferred Tax Liabilities, Other | (305) | (8) |
Net deferred tax assets | $ 719 | $ 595 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ (22,535) | $ 6,143 | $ 15,458 | |
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Domestic Subsidiaries | 1,100 | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | $ 11,000 | |||
Income Taxes, Limitation for tax Deduction for Interest Expense | 30.00% | |||
Income Taxes, Limitation for tax Deduction for Operating Losses | 80.00% | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
Deferred Tax Asser Decrease due to Change in tax Rate | $ 31,800 | |||
Scenario, Plan [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | 177,100 | |||
Tax Credit Carryforward, Amount | $ 600 |
COMMITMENTS AND CONTINGENCIES72
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 5,134 |
2,019 | 4,016 |
2,020 | 3,639 |
2,021 | 3,506 |
2,022 | 2,658 |
Thereafter | 73 |
Total | $ 19,026 |
COMMITMENTS AND CONTINGENCIES73
COMMITMENTS AND CONTINGENCIES (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 542 |
2,019 | 232 |
2,020 | 105 |
Total minimum lease payments | 879 |
Less amounts representing interest | 62 |
Present value of minimum lease payments | 817 |
Less current portion, included in accrued expenses | 533 |
Long term obligation, included in other long-term liabilities | $ 284 |
COMMITMENTS AND CONTINGENCIES74
COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Leased computer equipment | $ 2,722 | $ 2,487 |
Less accumulated depreciation | (1,744) | (946) |
Net | $ 978 | $ 1,541 |
COMMITMENTS AND CONTINGENCIES75
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands | Jan. 08, 2018 | Oct. 10, 2017 | Jan. 22, 2018 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2015 | Dec. 31, 2017 | Mar. 31, 2017 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2018 |
Commitments And Contingencies [Line Items] | ||||||||||||||||
Deferred Long-term Liability Charges | $ 19,300 | $ 8,000 | $ 8,000 | |||||||||||||
Underwriters Deferred For Services Cash Settled Amount | 18,700 | |||||||||||||||
Payments For Insurance Settlement Cost | 600 | |||||||||||||||
Repayments of Lines of Credit | $ 35,000 | 14,100 | 4,250 | $ 6,500 | ||||||||||||
Repayment of Line Of Credit Interest | 4,600 | |||||||||||||||
Guarantor Obligations, Current Carrying Value | $ 19,600 | 19,600 | $ 11,300 | |||||||||||||
Operating Leases, Rent Expense, Net | $ 5,000 | 4,200 | $ 3,100 | |||||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |||||||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% | |||||||||||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1,700 | $ 1,400 | 1,100 | |||||||||||||
Proceeds from Insurance Settlement, Operating Activities | $ 24,000 | $ 18,700 | ||||||||||||||
Scenario, Forecast [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Loss Contingency, Receivable | $ 21,300 | |||||||||||||||
State Computer Access Statutes and Related Taxable Costs and Interest [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Proceeds from Insurance Settlement, Investing Activities | $ 11,300 | $ 11,300 | ||||||||||||||
Oracle legal Fees [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Proceeds from Insurance Settlement, Investing Activities | 4,700 | |||||||||||||||
Post-Judgement Interest [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Proceeds from Insurance Settlement, Investing Activities | $ 19,300 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 124,400 | |||||||||||||||
Litigation Settlement Interest | 500 | |||||||||||||||
Loss Contingency, Receivable | 50,300 | $ 20,200 | ||||||||||||||
Loss Contingency, Loss in Period | $ 12,800 | |||||||||||||||
Subsequent Event [Member] | State Computer Access Statutes and Related Taxable Costs and Interest [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Loss Contingency, Receivable | $ 21,300 | |||||||||||||||
Oracle Litigation [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Litigation Settlement, Expense | $ 21,400 | $ 124,400 | ||||||||||||||
Loss Contingency, Damages Awarded, Value | $ 124,400 | $ 124,400 | ||||||||||||||
Loss Contingency, Damages Paid, Value | 124,400 | |||||||||||||||
Litigation Settlement Interest | $ 3,000 | |||||||||||||||
Proceeds from Insurance Settlement, Operating Activities | $ 41,700 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Lessee, Finance Lease, Discount Rate | 12.00% | 12.00% | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Lessee, Finance Lease, Discount Rate | 4.00% | 4.00% |
COMMITMENTS AND CONTINGENCIES76
COMMITMENTS AND CONTINGENCIES (Details Textual 1) - USD ($) $ in Millions | Jan. 08, 2018 | Jan. 22, 2018 | May 31, 2017 | Apr. 30, 2017 | Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Operating Leases, Rent Expense, Net | $ 5 | $ 4.2 | $ 3.1 | ||||||||
Lessee, Finance Lease, Term of Contract | 36 months | ||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | ||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 4.00% | ||||||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1.7 | 1.4 | 1.1 | ||||||||
Proceeds from Insurance Settlement, Operating Activities | $ 24 | $ 18.7 | |||||||||
Guarantor Obligations, Current Carrying Value | $ 19.6 | $ 11.3 | |||||||||
Subsequent Event [Member] | |||||||||||
Loss Contingency, Damages Paid, Value | $ 124.4 | ||||||||||
Litigation Settlement Interest | 0.5 | ||||||||||
Loss Contingency, Receivable | 50.3 | $ 20.2 | |||||||||
Loss Contingency, Loss in Period | $ 12.8 | ||||||||||
Oracles Legal Fees [Member] | Subsequent Event [Member] | |||||||||||
Loss Contingency, Receivable | 28.5 | ||||||||||
State Computer Access Statutes and Related Taxable Costs and Interest [Member] | Subsequent Event [Member] | |||||||||||
Loss Contingency, Receivable | $ 21.3 | ||||||||||
Oracle Litigation [Member] | |||||||||||
Loss Contingency, Damages Awarded, Value | $ 124.4 | $ 124.4 | |||||||||
Loss Contingency, Damages Paid, Value | 124.4 | ||||||||||
Litigation Settlement, Expense | $ 21.4 | $ 124.4 | |||||||||
Litigation Settlement Interest | $ 3 | ||||||||||
Proceeds from Insurance Settlement, Operating Activities | $ 41.7 | ||||||||||
Minimum [Member] | |||||||||||
Lessee, Finance Lease, Discount Rate | 4.00% | ||||||||||
Maximum [Member] | |||||||||||
Lessee, Finance Lease, Discount Rate | 12.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Cost of Services | $ 180,000 | ||
The Living Pages, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $ 28,000 | $ 301,000 | |
GP Sponsor [Member] | |||
Related Party Transaction [Line Items] | |||
Debt Instrument, Face Amount | $ 3,000,000 | ||
Adams Street Partners and its affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of Common Stock Shares Outstanding | 39.20% | ||
Preferred Stock, Value, Outstanding | $ 10,000,000 | ||
Long-term Line of Credit | 10,000,000 | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 2,500,000 | $ 1,100,000 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount, Total | 30,258 | 40,382 | 23,267 |
Stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount, Total | 12,130 | 12,863 | 12,639 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount, Total | 18,128 | 3,461 | 83 |
RSI Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount, Total | 0 | 24,058 | 10,545 |
Financial Instruments and Sig79
Financial Instruments and Significant Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Cost-method Investments [Line Items] | |||||||||||
Revenue, Net | $ 57,904 | $ 53,611 | $ 52,048 | $ 49,070 | $ 46,737 | $ 40,723 | $ 38,037 | $ 34,678 | $ 212,633 | $ 160,175 | $ 118,163 |
United States of America | |||||||||||
Schedule of Cost-method Investments [Line Items] | |||||||||||
Revenue, Net | 144,019 | 110,746 | 82,803 | ||||||||
International | |||||||||||
Schedule of Cost-method Investments [Line Items] | |||||||||||
Revenue, Net | $ 68,614 | $ 49,429 | $ 35,360 |
Financial Instruments and Sig80
Financial Instruments and Significant Concentrations (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Cost-method Investments [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value, Total | $ 21,950 | $ 9,385 | |
Property, Plant and Equipment, Net | 4,255 | 4,559 | |
Non-US [Member] | |||
Schedule of Cost-method Investments [Line Items] | |||
Property, Plant and Equipment, Net | $ 1,200 | $ 700 | |
Sales Revenue, Net [Member] | |||
Schedule of Cost-method Investments [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
Accounts Receivable [Member] | |||
Schedule of Cost-method Investments [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
Single Financial Institution [Member] | |||
Schedule of Cost-method Investments [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value, Total | $ 31,000 | $ 20,400 | |
Other Financial Institution [Member] | |||
Schedule of Cost-method Investments [Line Items] | |||
Restricted Cash, Current | $ 2,100 | $ 2,400 |
UNAUDITED QUARTERLY FINANCIAL81
UNAUDITED QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Net revenue | $ 57,904 | $ 53,611 | $ 52,048 | $ 49,070 | $ 46,737 | $ 40,723 | $ 38,037 | $ 34,678 | $ 212,633 | $ 160,175 | $ 118,163 | ||
Cost of revenue | 24,896 | 20,109 | 19,537 | 18,356 | 18,971 | 17,231 | 16,273 | 14,570 | 82,898 | 67,045 | 52,766 | ||
Gross profit | 33,008 | 33,502 | 32,511 | 30,714 | 27,766 | 23,492 | 21,764 | 20,108 | 129,735 | 93,130 | 65,397 | ||
Operating expenses: | |||||||||||||
Sales and marketing | 19,074 | 17,188 | 15,801 | 14,696 | 19,363 | 18,725 | 19,309 | 15,539 | 66,759 | 72,936 | 50,330 | ||
General and administrative | 9,360 | 8,580 | 8,928 | 9,276 | 12,130 | 8,192 | 9,255 | 6,635 | 36,144 | 36,212 | 24,220 | ||
Litigation settlement and pre-judgment interest | 249 | 365 | 301 | 3,945 | (41,652) | 1,081 | 5,243 | 5,379 | 0 | 2,920 | 21,411 | ||
Total operating expenses | 28,683 | 26,133 | 25,030 | 27,917 | (10,159) | 27,998 | 33,807 | 27,553 | |||||
Operating income (loss) | 4,325 | 7,369 | 7,481 | 2,797 | 37,925 | (4,506) | (12,043) | (7,445) | 21,972 | 13,931 | (41,885) | ||
Interest expense | (9,728) | (9,152) | (14,541) | (9,936) | (8,336) | (4,317) | (492) | (211) | |||||
Other debt financing expenses | (3,657) | (2,563) | (10,859) | (1,282) | (2,094) | (3,973) | (305) | 0 | |||||
Gain (loss) on change in fair value of redeemable warrants | (2,285) | (5,817) | (7,648) | (602) | (1,277) | 2,855 | 0 | 0 | |||||
Gain (loss) on change in fair value of embedded derivatives | 8,200 | 1,400 | (700) | (5,100) | (400) | (5,000) | 0 | 0 | |||||
Other income (expense), net | (102) | 108 | 225 | 89 | (1,121) | (144) | (447) | (74) | 320 | (1,786) | (1,104) | ||
Income (loss) before income taxes | (3,247) | (8,655) | (26,042) | (14,034) | 24,697 | (15,085) | (13,287) | (7,730) | |||||
Income tax expense | (676) | (385) | 183 | (441) | (637) | (306) | (322) | (267) | 1,319 | 1,532 | 1,451 | ||
Net income (loss) | $ (3,923) | $ (9,040) | $ (25,859) | $ (14,475) | $ 24,060 | $ (15,391) | $ (13,609) | $ (7,997) | $ (53,297) | $ (12,937) | $ (45,269) | ||
Earnings (loss) per share attributable to common stockholders: | |||||||||||||
Basic | [1],[2] | $ (0.07) | $ (0.37) | $ (1.05) | $ (0.59) | $ 0.58 | [3] | $ (0.63) | $ (0.56) | $ (0.33) | |||
Diluted | [1],[2] | $ (0.07) | $ (0.37) | $ (1.05) | $ (0.59) | $ 0.31 | [3] | $ (0.63) | $ (0.56) | $ (0.33) | |||
Weighted average number of common shares outstanding: | |||||||||||||
Basic | [2] | 55,021 | 24,727 | 24,561 | 24,353 | 24,273 | 24,262 | 24,259 | 24,255 | ||||
Diluted | [2] | 55,021 | 24,727 | 24,561 | 24,353 | 45,258 | 24,262 | 24,259 | 24,255 | ||||
[1] | Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. | ||||||||||||
[2] | Retroactively restated to give effect to the reverse recapitalization discussed in Note 1. | ||||||||||||
[3] | Basic and diluted earnings per share for the fourth quarter of 2016 has been computed based on net income after deducting the $10.0 million beneficial conversion feature related to the issuance of RSI Series C Preferred Stock in October 2016, as discussed further in Note 6. |
UNAUDITED QUARTERLY FINANCIAL82
UNAUDITED QUARTERLY FINANCIAL DATA (Details Textual) $ in Millions | 3 Months Ended |
Dec. 31, 2016USD ($) | |
Series C Preferred Stock [Member] | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 10 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ in Millions | Jan. 08, 2018 | Jun. 30, 2018 | Jan. 22, 2018 |
Scenario, Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Loss Contingency, Receivable | $ 21.3 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Loss Contingency, Receivable | $ 50.3 | $ 20.2 | |
Loss Contingency, Damages Paid, Value | 124.4 | ||
Subsequent Event [Member] | Post-Judgment Interest [Member] | |||
Subsequent Event [Line Items] | |||
Loss Contingency, Receivable | 0.5 | ||
Subsequent Event [Member] | Oracles Legal Fees [Member] | |||
Subsequent Event [Line Items] | |||
Loss Contingency, Receivable | 28.5 | ||
Subsequent Event [Member] | State Computer Access Statutes and Related Taxable Costs and Interest [Member] | |||
Subsequent Event [Line Items] | |||
Loss Contingency, Receivable | $ 21.3 |