Document and Entity Information
Document and Entity Information - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 11, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Rimini Street, Inc. | ||
Entity Central Index Key | 0001635282 | ||
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 Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Public Float | $ 66,690 | ||
Trading Symbol | RMNI | ||
Entity Common Stock, Shares Outstanding | 65,200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 24,771 | $ 21,950 |
Restricted cash | 435 | 18,077 |
Accounts receivable, net of allowance of $489 and $51, respectively | 80,599 | 63,525 |
Prepaid expenses and other | 7,099 | 8,560 |
Total current assets | 112,904 | 112,112 |
Long-term assets: | ||
Property and equipment, net | 3,634 | 4,255 |
Deferred debt issuance costs, net | 0 | 3,520 |
Deposits and other | 1,438 | 1,565 |
Deferred income taxes, net | 909 | 719 |
Total assets | 118,885 | 122,171 |
Current liabilities: | ||
Current maturities of long-term debt | 2,372 | 15,500 |
Accounts payable | 12,851 | 10,137 |
Accrued compensation, benefits and commissions | 22,503 | 18,154 |
Other accrued liabilities | 20,424 | 32,553 |
Deferred revenue | 180,358 | 152,390 |
Total current liabilities | 238,508 | 228,734 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 0 | 66,613 |
Deferred revenue | 28,898 | 29,182 |
Accrued PIK dividends payable | 1,056 | 0 |
Other long-term liabilities | 2,011 | 7,943 |
Total liabilities | 270,473 | 332,472 |
Commitments and contingencies (Note 10) | ||
Redeemable Series A Preferred Stock. Authorized 180 shares, issued and outstanding 141 shares. Liquidation preference of $140,846; net of discount of $26,848 | 113,998 | 0 |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value per share. Authorized 99,820 shares (excluding 180 shares of Series A Preferred Stock); no other series has been designated | 0 | 0 |
Common stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 64,193 and 59,314 shares as of December 31, 2018 and 2017, respectively | 6 | 6 |
Additional paid-in capital | 108,347 | 94,967 |
Accumulated other comprehensive loss | (1,567) | (867) |
Accumulated deficit | (372,372) | (304,407) |
Total stockholders' deficit | (265,586) | (210,301) |
Total liabilities, redeemable preferred stock and stockholders' deficit | $ 118,885 | $ 122,171 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 489 | $ 51 |
Temporary equity, shares authorized | 180,000 | |
Temporary equity, shares issued | 140,846 | |
Temporary equity, shares outstanding | 140,846 | |
Temporary equity, liquidation preference | $ 140,846 | |
Temporary equity, discount on shares | $ 26,848 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 99,820,000 | 99,820,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 64,193,000 | 59,314,000 |
Common stock, shares outstanding | 64,193,000 | 59,314,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Statement [Abstract] | ||||
Revenue | $ 252,790 | $ 212,633 | $ 160,175 | |
Cost of revenue | 95,981 | 82,898 | 67,045 | |
Gross profit | 156,809 | 129,735 | 93,130 | |
Operating expenses: | ||||
Sales and marketing | 93,215 | 66,759 | 72,936 | |
General and administrative | 36,982 | 36,144 | 36,212 | |
Litigation costs and related recoveries, net | 1,258 | 4,860 | (29,949) | |
Total operating expenses | 131,455 | 107,763 | 79,199 | |
Operating income | 25,354 | 21,972 | 13,931 | |
Non-operating expenses: | ||||
Interest expense | (32,530) | (43,357) | (13,356) | |
Other debt financing expenses | (58,331) | (18,361) | (6,372) | |
Gain (loss) from change in fair value of redeemable warrants | 0 | (16,352) | 1,578 | |
Gain (loss) from change in fair value of embedded derivatives | 1,600 | 3,800 | (5,400) | |
Other income (expense), net | (2,066) | 320 | (1,786) | |
Loss before income taxes | (65,973) | (51,978) | (11,405) | |
Income tax expense | 1,992 | 1,319 | 1,532 | |
Net loss | (67,965) | (53,297) | (12,937) | |
Other comprehensive income (loss): | ||||
Foreign currency gain (loss) | (700) | 179 | (500) | |
Comprehensive loss | (68,665) | (53,118) | (13,437) | |
Net loss attributable to common stockholders | $ (78,606) | $ (53,297) | $ (22,937) | |
Net loss per share applicable to common stockholders (basic and diluted) (in dollars per share) | [1] | $ (1.28) | $ (1.65) | $ (0.95) |
Weighted average number of shares of common stock outstanding (basic and diluted) | [1] | 61,384,000 | 32,229,000 | 24,262,000 |
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | RSI convertible preferred stock | |||
Balance period start (in shares) at Dec. 31, 2015 | [1] | 24,247,000 | 44,045,000 | ||||||
Balance period start at Dec. 31, 2015 | $ (212,319) | $ 2 | [1] | $ 16,763 | $ (546) | $ (238,173) | $ 9,635 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Series C Preferred Stock (in shares) | [1] | 56,441,000 | |||||||
Issuance of Series C Preferred Stock | 10,001 | $ 10,001 | [1] | ||||||
RSI Series C Convertible Preferred Stock offering costs | (94) | $ (94) | [1] | ||||||
Beneficial conversion feature of Series C Preferred Stock | 10,000 | 10,000 | |||||||
Deemed dividend for beneficial conversion features | (10,000) | (10,000) | |||||||
Stock-based compensation | 2,297 | 2,297 | |||||||
Warrant fair value adjustment | (7) | (7) | |||||||
Issuance of shares upon exercise of stock options (in shares) | [1] | 35,000 | |||||||
Issuance of shares upon exercise of stock options | 49 | 49 | |||||||
Foreign currency gain (loss) | (500) | (500) | |||||||
Net loss | (12,937) | (12,937) | |||||||
Balance period end (in shares) at Dec. 31, 2016 | [1] | 24,282,000 | 100,486,000 | ||||||
Balance period end at Dec. 31, 2016 | (213,510) | $ 2 | [1] | 19,102 | (1,046) | (251,110) | $ 19,542 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
RSI Series C Convertible Preferred Stock offering costs | (14,282) | (14,282) | |||||||
Stock-based compensation | 2,963 | 2,963 | |||||||
Warrant fair value adjustment | 380 | 380 | |||||||
Issuance of shares upon exercise of stock options (in shares) | [1] | 1,219,000 | |||||||
Issuance of shares upon exercise of stock options | $ 872 | 872 | |||||||
Conversion of RSI Preferred Stock (in shares) | [1] | 24,058,000 | (100,486,000) | ||||||
Conversion of RSI Preferred Stock | $ 3 | [1] | 19,539 | $ (19,542) | [1] | ||||
Cashless exercise of warrant (in shares) | 0 | 43,000 | [1] | ||||||
Elimination of redemption liability for Origination Agent warrants | $ 23,621 | 23,621 | |||||||
Net equity infusion from Mergers (in shares) | [1] | 9,324,000 | |||||||
Net equity infusion from Mergers | 38,927 | $ 1 | [1] | 38,926 | |||||
Financial advisors for transaction costs (in shares) | [1] | 388,000 | |||||||
Financial advisors for transaction costs | 3,884 | 3,884 | |||||||
Cash paid to settle stock options of former employees | (38) | (38) | |||||||
Foreign currency gain (loss) | 179 | 179 | |||||||
Net loss | (53,297) | (53,297) | |||||||
Balance period end (in shares) at Dec. 31, 2017 | [1] | 59,314,000 | 0 | ||||||
Balance period end at Dec. 31, 2017 | (210,301) | $ 6 | [1] | 94,967 | (867) | (304,407) | $ 0 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock-based compensation | 4,394 | 4,394 | |||||||
Issuance of shares upon exercise of stock options (in shares) | [1] | 1,982,000 | |||||||
Issuance of shares upon exercise of stock options | $ 2,034 | 2,034 | |||||||
Common stock issued (shares) | 2,897 | 2,897,000 | [1] | ||||||
Issuance of Common Stock in Private Placement, net | $ 17,593 | 17,593 | |||||||
Accretion of discount on Series A Preferred Stock | (2,373) | (2,373) | |||||||
Paid and payable in cash | (6,366) | (6,366) | |||||||
Paid and payable in kind | (1,902) | (1,902) | |||||||
Foreign currency gain (loss) | (700) | (700) | |||||||
Net loss | (67,965) | (67,965) | |||||||
Balance period end (in shares) at Dec. 31, 2018 | [1] | 64,193,000 | 0 | ||||||
Balance period end at Dec. 31, 2018 | $ (265,586) | $ 6 | [1] | $ 108,347 | $ (1,567) | $ (372,372) | $ 0 | [1] | |
[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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (67,965) | $ (53,297) | $ (12,937) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Accretion and amortization of debt discount and issuance costs | 13,331 | 24,890 | 10,121 |
Write-off of debt discount and issuance costs | 54,536 | 12,071 | 0 |
Loss (gain) from change in fair value of redeemable warrants | 0 | 16,352 | (1,578) |
Loss (gain) from change in fair value of embedded derivatives | (1,600) | (3,800) | 5,400 |
Paid-in-kind interest expense | 1,886 | 2,966 | 900 |
Stock-based compensation expense | 4,394 | 2,963 | 2,297 |
Depreciation and amortization | 1,838 | 1,973 | 1,783 |
Write-off of deferred debt financing costs | 704 | 0 | 0 |
Deferred income taxes | (235) | (124) | (520) |
Other | 0 | 381 | 0 |
Make-whole applicable premium included in interest expense | 10,410 | 4,607 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (18,036) | (8,348) | (14,663) |
Prepaid expenses, deposits and other | 860 | (3,279) | (1,427) |
Accounts payable | 2,875 | 1,200 | 4,636 |
Accrued compensation, benefits, commissions and other liabilities | (1,541) | 5,623 | 10,759 |
Deferred insurance settlement | (8,033) | 8,033 | 0 |
Accrued litigation settlement | 0 | 0 | (121,411) |
Deferred revenue | 28,958 | 16,952 | 57,031 |
Net cash provided by (used in) operating activities | 22,382 | 29,163 | (59,609) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | |||
Capital expenditures | (1,053) | (1,392) | (1,188) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | 133,000 | 0 | 0 |
Principal payments on borrowings | (145,807) | (41,994) | (15,313) |
Make-whole applicable premium related to prepayment of borrowings | (10,410) | (4,607) | 0 |
Payments for offering costs | (4,288) | (12,247) | 0 |
Debt issuance costs paid | (5,871) | (114) | (560) |
Proceeds from exercise of employee stock options | 2,034 | 872 | 44 |
Payment of cash dividends on Series A Preferred Stock | (2,845) | 0 | 0 |
Principal payments on capital leases | (587) | (776) | (733) |
Proceeds from capital infusion in reverse recapitalization | 0 | 42,414 | 0 |
Cash paid to settle stock options of former employees | 0 | (38) | 0 |
Net proceeds from borrowings | 0 | 0 | 83,743 |
Net proceeds from issuance of Series C Preferred Stock | 0 | 0 | 9,907 |
Net cash provided by (used in) financing activities | (34,774) | (16,490) | 77,088 |
Effect of foreign currency changes on cash | (1,376) | 509 | (613) |
Net change in cash, cash equivalents and restricted cash | (14,821) | 11,790 | 15,678 |
Cash, cash equivalents and restricted cash at beginning of year | 40,027 | 28,237 | 12,559 |
Cash, cash equivalents and restricted cash at end of year | 25,206 | 40,027 | 28,237 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 19,321 | 16,542 | 2,972 |
Cash paid for income taxes | 1,765 | 1,730 | 1,609 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Fair value of 2,897 shares of Common Stock issued for no consideration | 20,131 | 0 | 0 |
Original issuance discount on Series A Preferred Stock | 7,000 | 0 | 0 |
Accrued cash dividends | 3,521 | 0 | 0 |
Accrued PIK dividends | 1,056 | 0 | 0 |
Accretion of discount on Series A Preferred Stock | 2,373 | 0 | 0 |
Issuance of Series A Preferred Stock for PIK Dividends | 846 | 0 | 0 |
Adjustment for updated calculation of mandatory trigger event exit fees | 3,952 | 9,414 | 9,957 |
Balance at inception of Credit Facility | 0 | 0 | 45,301 |
Adjustment for mandatory consulting fees due to amendment | 0 | 0 | 6,000 |
Increase In Principal | 167 | 0 | 0 |
Purchase of equipment under capital lease obligations | 353 | 214 | 868 |
Capital expenditures | 0 | 65 | 47 |
Debt discount for amendment fees under Credit Facility | 0 | 5,000 | 0 |
Credit Facility exit fee obligations converted to principal | 0 | 50,000 | 0 |
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers | 0 | 23,621 | 0 |
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers | 0 | 19,542 | 0 |
RSI financial advisor for transaction costs | 0 | 2,375 | 0 |
GPIA deferred underwriting fee liability as reduction of capital infusion | 0 | 1,509 | 0 |
Assumption of note payable to GP Sponsor in connection with the Mergers | 0 | 1,992 | 0 |
Acquisition of prepaid expenses in connection with the Mergers | 0 | 14 | 0 |
Deemed dividend for beneficial conversion feature related to RSI Preferred Stock | 0 | 0 | 10,000 |
Issuance of redeemable warrant in connection with the Credit Facility | $ 0 | $ 0 | $ 8,847 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2018shares | |
Statement of Cash Flows [Abstract] | |
Common stock issued (shares) | 2,897 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION Nature of Business Rimini Street, Inc. is a global provider of enterprise software support services. The Company's subscription-based software support products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products offered by enterprise software vendors. Reverse Recapitalization 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 par value common stock, and up to 100 million shares of $0.0001 par value preferred stock that may be issued in one or more series as determined by the Board of Directors. As such, the consolidated financial results of the Company for the years ended December 31, 2018 , 2017 and 2016 presented in the consolidated financial statements reflect the operating results of RSI and its consolidated subsidiaries. The exchange ratio for the Mergers resulted in the issuance of approximately 0.2394 shares of common stock of RMNI for each outstanding share of RSI Capital Stock (the “Exchange Ratio”) on October 10, 2017 . Upon consummation of the Mergers, the former GPIA shareholders owned approximately 9.3 million shares of RMNI Common Stock and the former RSI shareholders obtained an 83% controlling interest in the outstanding shares of RMNI Common Stock. Upon consummation of the Mergers, RSI also appointed seven of the nine members of the Board of Directors of RMNI. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES 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 As of December 31, 2018 , the Company's current liabilities exceeded its current assets by $125.6 million , and the Company incurred a net loss of $68.0 million for the year ended December 31, 2018 . As of December 31, 2018 , the Company had available cash, cash equivalents and restricted cash of $25.2 million . As of December 31, 2018 , the Company’s current liabilities included $180.4 million of deferred revenue whereby the historical costs of fulfilling the Company’s commitments to provide services to its customers was approximately 38% of the related deferred revenue for the year ended December 31, 2018 . As discussed in Note 6 , the Company refinanced and repaid its Credit Facility on July 19, 2018 through aggregate cash payments of $132.8 million that resulted in the termination of the Credit Facility. These payments were funded from the Private Placement discussed in Note 6 that resulted in cash proceeds of $133.0 million from the sale of 0.1 million shares of Series A Preferred Stock and approximately 2.9 million shares of Common Stock. In addition, the Company used approximately $2.7 million of its cash, primarily for interest and fees under the Credit Facility and transaction costs that were due at the Closing. This refinancing is expected to improve the Company’s liquidity and capital resources whereby cash dividends are payable at 10.0% per annum that will result in quarterly cash dividends ranging from $3.5 million to $4.0 million over the initial 5 -year period beginning on the issuance date assuming all shares of Series A Preferred Stock remain outstanding, and thereafter, if not previously redeemed or converted, cash dividends will be payable at 13.0% per annum. Additionally, as discussed in Note 5 , the Company is obligated to repay the $2.4 million loan payable to GP Sponsor during the first half of 2019, and to make operating and capital lease payments that are due within the next 12 months in the aggregate amount of $5.4 million . The Company believes that current cash, cash equivalents, restricted cash, and future cash flow from operating activities will be sufficient to meet the Company’s anticipated cash needs, including cash dividend requirements, working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of these financial statements. 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 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, stockholders’ deficit and cash flows. 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, the allowance for doubtful accounts receivable, valuation assumptions for stock options, embedded derivatives and warrants, deferred income taxes and the related valuation allowances, accretion of discounts on debt and Series A Preferred Stock, 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 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. 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, 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. Until the Credit Facility discussed in Note 5 was terminated on July 19, 2018 , payments received from customers were deposited in cash accounts controlled by an agent of the lenders. Restricted cash also includes demand deposits that are pledged as collateral for corporate credit card debts. 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. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization 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 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 and amortization commences when assets are initially placed into service for their intended use. Deferred Offering Costs Financial advisory fees, 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. 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 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. Debt discounts and issuance costs are collectively referred to as DDIC. 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. Accounting for Series A Preferred Stock Series A Preferred Stock is classified as mezzanine equity in the Company’s consolidated balance sheet since the holders have redemption rights beginning in July 2023 (and earlier under certain circumstances). Discounts and incremental and direct costs incurred to consummate the Private Placement were allocated pro rata between the Series A Preferred Stock and the Common Stock issued based on the relative fair value on the Closing Date. The discount related to Series A Preferred Stock is being accreted using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock is being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until the first redemption date of July 19, 2023 , when the carrying value will be equal to the aggregate liquidation preference. The Company records a liability for dividends in the period incurred. Accrued dividends are a component of the liquidation preference until paid in cash or settled in additional shares of Series A Preferred Stock. Accretion and accrued dividends are treated as deductions in the calculation of earnings attributable to common stockholders. 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. 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 . Pricing for support services is generally established on a per-customer basis as set forth in the arrangements. The non-cancellable terms of the Company’s support services arrangements generally range from one to three years and in most cases, include an extended initial support service period of generally three to six months. This results in a discounted fee for the initial support service period. For such arrangements, revenue is limited to the amount that is not contingent upon the future delivery of support services whereby each annual billing period is recognized on a straight-line basis over the respective annual support service period. For arrangements not subject to this contingent revenue limitation, the total arrangement fee is recognized as revenue on a straight-line basis over the non-cancellable term. 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 , to these deliverables. Accordingly, all revenue from the software license is recognized over the term of the support services. Revenues generally include any taxes withheld by foreign customers and subsequently remitted to governmental authorities in those foreign jurisdictions. Foreign withholding taxes included in revenues amounted to $0.8 million , $0.4 million and $0.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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. Sales Commissions and Related Costs Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. These costs are charged to expense as incurred. Advertising Advertising costs are charged to sales and marketing expense in the period incurred. 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 were accounted for as a deferred liability that was reduced as legal expenses related to the litigation were incurred. Loss 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. 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. 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 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. 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. The holders of Series A Preferred Stock are entitled to participate in Common Stock dividends, if and when declared, on a one -to-one per-share basis. Accordingly, in periods in which the Company has net income, earnings per share will be computed using the two-class method whereby the pro rata dividends distributable to the holders of Series A Preferred Stock will be deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings. Recent Accounting Pronouncements The following accounting standards are not yet effective and 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 , which supersedes nearly all existing revenue recognition standards under U.S. GAAP. The new standard provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard allows for two transition methods: (i) a full retrospective method applied to each prior reporting period presented, or (ii) a modified retrospective method applied with the cumulative effect of adoption recognized on adoption date. The Company currently intends to adopt this standard using the full retrospective method. Due to the Company’s emerging growth status and certain elections made, the new standard is effective for the Company in fiscal year 2019. As an emerging growth company for interim reporting purposes, we can elect to initially apply the standard either in the year of adoption or in the subsequent year. The Company has elected to adopt the standard for interim reporting purposes beginning in the first quarter of fiscal 2020. As a result of this election, fiscal year 2019 interim periods will continue to be reported under legacy GAAP while full year 2019 will be reported under the new standard. We have made significant progress in our analysis of how the standard will impact our revenue, but we have not completed our evaluation and therefore the full impact upon adoption of this standard is not known and cannot be reasonably estimated. Based on our preliminary evaluation to date, we believe that the primary change will be the accelerated timing of revenue recognition for certain contracts due to the removal of the current limitation associated with revenue contingent upon the future delivery of support services. In addition, we expect to capitalize approximately $18.5 million as of January 1, 2017 for costs incurred to obtain new client contracts, which is primarily comprised of sales commissions. Such costs, which are expensed as incurred under the current standard, will be capitalized and amortized over their estimated useful lives of 3 years under the new standard. We will complete our evaluation during fiscal 2019. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires organizations that lease assets (“lessees”) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. Under the new standard, both finance and operating leases will be required to be recognized on the balance sheet. Additional quantitative and qualitative disclosures, including significant judgments made by management, will also be required. The standard will be effective for the Company beginning in the first quarter of fiscal 2020, assuming the Company still qualifies as an emerging growth company. Early adoption is permitted, and the new standard was required to be adopted retrospectively to each prior reporting period presented upon initial adoption. However, in July 2018 the FASB issued ASU No. 2018-11 Targeted Improvements , which provides lessees the option to apply the new leasing standard to all open leases as of the adoption date by recognizing a cumulative-effect adjustment to accumulated deficit in the period of adoption without restating prior periods. The Company is still evaluating which transition approach will be implemented upon adoption of ASU No. 2016-02. In May 2017, the FASB issued ASU No. 2017-9, Compensation—Stock Compensation: Scope of Modification Accounting , which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This standard does not change the accounting for modifications of share-based payment awards but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. This standard will be effective for the Company in the first quarter of fiscal 2019. In August 2018, the SEC adopted a final rule that extends the current annual requirement to disclose changes in stockholders’ equity to interim periods and will also require interim disclosure of dividends per share for each class of shares (including the Company’s Series A Preferred Stock). These disclosure provisions become effective beginning in the first quarter of 2019, whereby the Company will be required to disclose changes in stockholders’ deficit for the current and comparative fiscal quarters as well as the current and comparative year-to-date periods presented in future interim condensed consolidated financial statements. The Company will provide the expanded disclosures beginning in the first quarter of 2019. |
MERGER AGREEMENT AND REVERSE RE
MERGER AGREEMENT AND REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Merger Agreement and Reverse Recapitalization | 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. Pursuant to the equity commitment letter entered into between GPIA and GP Sponsor (the “Equity Commitment Letter”), GP Sponsor was required (in certain circumstances) to provide backstop equity financing by means of purchasing newly issued GPIA shares based on a per share issue price of $10.00 in an aggregate amount of up to $35.0 million . GPIA’s shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of approximately 14.3 million shares of GPIA for gross redemption payments of $143.9 million . After settlement of the redemption requests, approximately 5.7 million shares of GPIA remained outstanding and the available cash was approximately $14.3 million . Additionally, GP Sponsor provided backstop equity financing through its purchase of 3.6 million shares of Common Stock at a price of $10.00 per share, resulting in gross proceeds of $36.0 million , and total available cash amounted to $50.3 million . In accounting for the reverse recapitalization, the net cash proceeds amounted to $42.4 million and resulted in the issuance of 9.3 million shares of Common Stock, as shown in the table below (dollars in thousands, expect per share amounts): Total Shares Available 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 an original face amount of approximately $3.0 million and an imputed value of $2.0 million as discussed in Note 5 , was assumed by the Company. Additionally, $1.5 million of GPIA’s deferred underwriting liability was settled through the issuance of 150,937 shares of RMNI Common Stock valued at $10.00 per share. Accordingly, the net equity infusion amounted to $38.9 million , as shown in the table below (in thousands): 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 million , which amount was reduced by, among other things, the aggregate amount of certain debt obligations of RSI (“the “Merger Consideration”). The Merger Consideration was settled through the conversion of RSI’s Capital Stock into shares of RMNI Common Stock at an issuance price of $10.00 per share. Each issued and outstanding share of the RSI’s Class A and Class B Common Stock, and each issued and outstanding share of each series of RSI Preferred Stock (collectively, “RSI Capital Stock”), was automatically converted into the applicable portion of the Merger Consideration with the number of shares computed based on the Exchange Ratio. Outstanding options to purchase shares of RSI’s Capital Stock granted under the 2007 Plan and 2013 Plan (each as defined in Note 8 ) 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. 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 shares of RMNI Common Stock were issued with a fair value of approximately $3.9 million . Transaction costs incurred by RSI related to the merger amounted to $14.3 million (including $2.4 million representing its share of financial advisory fees settled in shares of RMNI Common Stock), which were charged to additional paid-in capital upon consummation of the Mergers. Capitalization Adjustments 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 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
OTHER FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Financial Information | OTHER FINANCIAL INFORMATION Cash, cash equivalents and restricted cash For purposes of the consolidated statements of cash flows, as of December 31, 2018 , 2017 and 2016 cash, cash equivalents and restricted cash are as follows (in thousands): 2018 2017 2016 Cash and cash equivalents $ 24,771 $ 21,950 $ 9,385 Restricted cash: Control accounts under Credit Facility — 17,644 18,263 Corporate credit card debts and other 435 433 589 Total restricted cash 435 18,077 18,852 Total cash, cash equivalents and restricted cash $ 25,206 $ 40,027 $ 28,237 Upon termination of the Credit Facility as discussed in Note 5 , the restrictions related to the control accounts were eliminated and the related funds have been classified as cash and cash equivalents as of December 31, 2018 . Allowance for Doubtful Accounts Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2018 , 2017 and 2016 (in thousands): 2018 2017 2016 Allowance, beginning of year $ 51 $ 36 $ 115 Provisions 491 45 57 Write offs, net of recoveries (53 ) (30 ) (136 ) Allowance, end of year $ 489 $ 51 $ 36 Prepaid Expenses and Other Current Assets As of December 31, 2018 and 2017 , prepaid expenses and other current assets consisted of the following (in thousands): 2018 2017 Prepaid expenses and deposits $ 3,450 $ 5,030 Foreign tax refunds receivable 1,048 1,292 Prepaid loan agent and service fees — 216 Other 2,601 2,022 Total $ 7,099 $ 8,560 Property and Equipment As of December 31, 2018 and 2017 , property and equipment consisted of the following (in thousands): 2018 2017 Computer equipment $ 7,853 $ 6,966 Furniture and fixtures 2,632 2,654 Capitalized software costs 517 433 Leasehold improvements 1,142 1,090 Construction-in-progress 33 59 Total property and equipment 12,177 11,202 Less accumulated depreciation (8,543 ) (6,947 ) Property and equipment, net $ 3,634 $ 4,255 Depreciation expense was $1.8 million , $2.0 million and $1.8 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Other Accrued Liabilities As of December 31, 2018 and 2017 , other accrued liabilities consist of the following (in thousands): 2018 2017 Accrued sales and other taxes $ 5,687 $ 11,266 Accrued professional fees 7,035 8,407 Accrued dividends on Redeemable Series A Preferred Stock 3,521 — Current maturities of capital lease obligations 387 533 Income taxes payable 767 485 Appeal proceeds payable to insurance company 449 — Deferred insurance settlement — 8,033 Liability for embedded derivatives — 1,600 Other accrued expenses 2,578 2,229 Total other accrued liabilities $ 20,424 $ 32,553 During 2018, the Company remitted sales tax returns to several states where such taxes had been accrued, but had not previously been billed or collected for periods prior to December 31, 2017. As a result of certain negotiations, the Company has already paid $0.4 million and has agreed to pay an additional $1.6 million for sales taxes and related interest. As a result of these negotiations, the Company was also able to reduce its related sales tax accrual by $4.9 million as of December 31, 2018. Advertising Advertising expenses were $1.0 million , $1.2 million and $1.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Litigation Costs and Related Recoveries, Net For the years ended December 31, 2018 , 2017 and 2016 , litigation costs and related recoveries, net consists of the following (in thousands): 2018 2017 2016 Professional fees and other defense costs of litigation $ 30,126 $ 17,171 $ 21,379 Litigation appeal refund (21,285 ) — — Insurance recoveries and reduction in deferred settlement liability, net (7,583 ) (12,311 ) (54,248 ) Pre-judgment interest on litigation judgment — — 2,920 Litigation costs and related recoveries, net $ 1,258 $ 4,860 $ (29,949 ) Other Income (Expense), Net For the years ended December 31, 2018 , 2017 and 2016 , other income (expense), net consists of the following (in thousands): 2018 2017 2016 Interest income: Post-judgment interest on litigation appeal award $ 199 $ — $ — Other 54 198 27 Write-off of deferred debt financing costs (704 ) — — Foreign currency transaction gain (loss) (1,320 ) 191 (1,724 ) Other expenses (295 ) (69 ) (89 ) Total other income (expense), net $ (2,066 ) $ 320 $ (1,786 ) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt is presented net of debt discounts and issuance costs ("DDIC") in the Company's balance sheets. As of December 31, 2018 and 2017 , debt consists of the following (in thousands): 2018 2017 Credit Facility, net of DDIC $ — $ 80,054 Note payable to GPIA Sponsor, net of DDIC 2,372 2,059 Total 2,372 82,113 Less current maturities 2,372 15,500 Long-term debt, net of current maturities $ — $ 66,613 For purposes of classifying current maturities of long-term debt in the Company's balance sheets, none of the discount is attributed to the current portion until the maturity date is less than one year from the balance sheet data. Accordingly, as of December 31, 2018 , the $2.4 million net carrying amount of the related party note payable to GP Sponsor is classified as a current liability due to the amended maturity date in June 2019. As discussed below, the Company repaid in full and terminated the Credit Facility on July 19, 2018 . Credit Facility Overview. In June 2016 , the Company entered into a multi-draw term loan Financing Agreement (the “Credit Facility”) with a syndicate of lenders (the “Lenders”). The Credit Facility would have matured in June 2020 but was repaid and terminated in July 2018 as discussed below. The Credit Facility provided for an aggregate commitment of up to $125.0 million , which consisted of an initial term loan for $30.0 million in June 2016, a “delayed draw A Term Loan” for $65.0 million , and a “delayed draw B Term Loan” for $30.0 million . An origination fee equal to 5.0% of the $125.0 million commitment was paid in cash to the Lenders from the proceeds of the initial term loan. The Credit Facility provided for an Original Issue Discount (“OID”) of 2.0% of the initial face amount of borrowings. Origination fees and OID were accounted for as DDIC. Borrowings under the Credit Facility were collateralized by substantially all assets of the Company, including certain cash depository accounts that were subject to control agreements with the Lenders. Upon termination of the Credit Facility as discussed below, the restrictions related to the cash control accounts were eliminated and the related funds held in the control accounts were classified as cash and cash equivalents as of December 31, 2018 . As of December 31, 2017 , the restricted cash balance under the control agreements totaled $17.6 million . The Company was previously required to comply with various financial and operational covenants on a monthly or quarterly basis, including a leverage ratio, minimum liquidity, churn rate, asset coverage ratio, minimum gross margin, and certain budget compliance restrictions. Additionally, the covenants in the Credit Facility prohibited or limited the Company’s ability to incur additional debt, pay cash dividends, sell assets, merge or consolidate with another company, and other customary restrictions associated with debt arrangements. Obligations to Origination Agent. Concurrent with execution of the Credit Facility, one of the lenders that served as the origination agent (the “Origination Agent”) agreed to provide general business and financial strategy, corporate structure, and long-term strategic planning services pursuant to a consulting agreement that required the Company to make annual cash payments of $2.0 million over the four -year term of the agreement. The Company accounted for the fees payable under this arrangement as debt issuance costs since the value of the future services was not determinable. The consulting agreement initially provided for a pro rata reduction in the annual cash payments when over 50% of the original principal balance was repaid, but this provision was eliminated in October 2016 . The elimination of the pro rata reduction changed the contingent nature of the future consulting payments and, accordingly, the Company accrued the entire $6.0 million of remaining payments as a contractual debt liability with a corresponding increase in the DDIC in October 2016 . The consulting agreement also provided for the issuance of a warrant to the Origination Agent to purchase 2.7 million shares of Common Stock at an exercise price of $5.64 per share, representing approximately 5% of the Company’s fully-diluted share capital on the date of issuance. The fair value of this warrant on the issuance date in June 2016 was $8.8 million , which was accounted for as a debt issuance cost. The Credit Facility also required certain payments to the Origination Agent upon the occurrence of a trigger event (“Trigger Event”), which was defined as the earliest of (i) the debt maturity date of June 2020, (ii) the first date on which all the obligations were repaid in full and the commitments of the Lenders were 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 was required to pay (i) a commitment exit fee, (ii) a continuing origination agent service fee, (iii) a consulting exit fee of $14.0 million , and (iv) a foreign withholding tax fee of $2.0 million . The commitment exit fee was calculated using the annualized revenue for the most recent fiscal quarter in which a Trigger Event occurred, times a multiplier of 6.9% of annualized revenue. The settlement value of the commitment exit fee was $9.6 million at inception of the Credit Facility. The continuing origination agent service fee was calculated using the annualized revenue for the most recent fiscal quarter in which a Trigger Event occurred, times a multiplier of 14.1% of annualized revenue. The continuing origination agent fee was estimated at $19.7 million at inception of the Credit Facility. At inception of the Credit Facility in June 2016, the aggregate Trigger Event fees amounted to approximately $45.3 million and were accounted for as a contractual obligation and a corresponding increase in the DDIC related to the Credit Facility. Revised Trigger Event obligations based on quarterly changes in annualized revenue were recognized as changes in DDIC in subsequent periods. Interest and Fees. The outstanding principal balance under the Credit Facility provided for monthly interest payments at 15.0% per annum, consisting of 12.0% per annum that was payable in cash and 3.0% per annum that was payable through the issuance of additional borrowings beginning on the interest payment due date (referred to as paid-in-kind, or “PIK” interest). In addition, a make-whole applicable premium payment of approximately 15.0% per annum through June 2019 was required for certain principal prepayments as defined in the Credit Facility. The Credit Facility provided for collateral monitoring fees at the rate of 0.5% of the outstanding principal balance through October 2016 , which increased to 2.5% of the outstanding principal balance through termination of the Credit Facility. The Credit Facility also required unused line fees of 15.0% per annum on the undrawn portion of the $65.0 million commitment under the delayed draw A Term Loan, and 5.0% per annum on the undrawn portion of the $30.0 million commitment under the delayed draw B Term Loan. In October 2016, the unused line fee terminated with respect to borrowings of $65.0 million under the delayed draw A Term Loan, and $12.5 million of borrowings under the delayed draw B Term Loan. The remaining $17.5 million undrawn portion of the delayed draw B Term Loan provided for unused line fees of 5.0% per annum through the termination date of the Credit Facility. All unused line fees and collateral monitoring fees were payable monthly in arrears and were recorded as a component of other debt financing expenses in the period incurred. Upon the occurrence and during the continuance of any event of default, the principal (including PIK interest), and all unpaid interest provide for an additional interest rate of 2.0% per annum (the “Default Interest”) from the date such event of default occurred until the date it was cured or waived. The Lenders waived all Default Interest that would have otherwise been payable during periods when events of default existed. Accretion and Amortization. DDIC that relates to the entire Credit Facility was allocated pro rata between the funded and unfunded portions of the Credit Facility based on the relative amounts that were cumulatively borrowed versus the undrawn portion of the $125.0 million commitment. DDIC related to funded debt was accreted to interest expense using the effective interest method based on the aggregate principal obligations to the Lenders and consulting and Trigger Event obligations to the Origination Agent. DDIC associated with unfunded debt was amortized using the straight-line method from the date incurred through the maturity date of the Credit Facility, which was included in other debt financing expenses in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2017 , accretion of DDIC related to the funded portion of the Credit Facility was at an annual rate of 26.3% . Excluding the impact of unused line fees, collateral monitoring fees, and amortization of DDIC related to the unfunded portion of the Credit Facility, the overall effective rate was 41.3% as of December 31, 2017 . Principal Prepayments. Under the Credit Facility, the Company was required to make payments to the Lenders when certain extraordinary cash receipts were received. Extraordinary receipts include certain insurance settlements and court awards from litigation and appeals of judgments. As discussed in Note 10 , in April 2017 the Company received net proceeds from an insurance settlement of $18.7 million that was used to make a mandatory $14.1 million principal payment, and a $4.6 million make-whole applicable premium payment due to the Lenders. In addition, on March 30, 2018 , the Company received $21.5 million from the appeal of the Oracle litigation, of which approximately $0.5 million is payable to third party that previously provided insurance coverage to the litigation. On April 3, 2018 , the Company paid $21.0 million consisting of $17.9 million of principal and $3.1 million for make-whole applicable premium due to the Lenders. The Company also recognized a write-off of DDIC of $7.2 million related to the $17.9 million principal prepayment that was triggered by collection of the appeal proceeds. In connection with the third amendment to the Credit Facility, the Company made a principal prepayment of $2.5 million in May 2017. Beginning in the first quarter of 2017, the amended Credit Facility required quarterly principal payments equal to 75% of the calculated Excess Cash Flow (as defined in the Credit Facility). In May 2017, the Company made a principal prepayment of $4.0 million to satisfy the Excess Cash Flow requirement for the first quarter of 2017. No further payments were required in 2017. In October 2017 , the Lenders agreed to change the measurement period for Excess Cash Flow from quarterly to an annual measurement period effective for the year ending December 31, 2019. 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 million for the year ended December 31, 2017 . Beginning in October 2017 , the Lenders agreed to eliminate this requirement for future customer prepayments. Equity Issuance Commitment. In October 2016, the Credit Facility was amended to require the Company to complete additional equity issuances (“New Equity”) for aggregate net proceeds of at least $35.0 million by May 2017, with 50% of such net proceeds utilized to repay outstanding borrowings and make-whole applicable premium to the Lenders. In May 2017, the Lenders agreed to amend the Credit Facility to extend the date to complete the New Equity until November 2018. In connection with the May amendment, the Company incurred an amendment fee equal to 1.0% of the $125.0 million commitment under the Credit Facility and agreed to pay certain “target date” fees as a penalty if the consummation of the Merger Agreement discussed in Note 3 occurred after August 31, 2017. The Merger Agreement closed on October 10, 2017 , which resulted in two penalty fees of 1.0% of the $125.0 million commitment. In October 2017, the Lenders permanently waived the requirement to pay one of the two penalty fees resulting in a net penalty fee of $1.25 million . The net trigger date penalty and the amendment fee in the aggregate amount of $2.5 million were due upon the earlier of (i) April 16, 2019 and (ii) such time that the Company raised at least $100.0 million of equity financing proceeds. Termination of the Credit Facility. In connection with the closing on July 19, 2018 of the Private Placement discussed in Note 6 , the Company used substantially all of the $133.0 million of gross proceeds from the Private Placement (together with cash-on-hand) to repay all outstanding indebtedness and fees under the Credit Facility, and the Credit Facility was terminated. The aggregate cash payments to terminate the Credit Facility amounted to $132.8 million and consisted of the following (in thousands): Contractual principal and exit fees: Principal balance $ 102,576 Mandatory trigger event exit fees 13,624 Mandatory consulting 2,000 Subtotal 118,200 Make-whole applicable premium 7,307 Amendment fees and related liabilities 6,250 Accrued interest and fees payable 1,073 Total cash termination payments $ 132,830 Funded Credit Facility Activity for 2018. Presented below is a summary of activity related to the funded debt, including allocated DIC, for the year ended December 31, 2018 (in thousands): Contractual Liability Payments DDIC Write-off December 31, 2017 PIK Accrual Liability Adjustments Scheduled Prepayments Pay-off Accretion Expense Prepayments Pay-off December 31, 2018 Contractual liabilities: Principal balance $ 125,872 $ 1,886 $ — $ (7,250 ) $ (17,932 ) $ (102,576 ) $ — $ — $ — $ — Mandatory trigger event exit fees 9,672 — 3,952 — — (13,624 ) — — — — Mandatory consulting fees 4,000 — — (2,000 ) — (2,000 ) — — — — Total contractual liabilities 139,544 1,886 3,952 (9,250 ) (17,932 ) (118,200 ) — — — — DDIC: Original issue discount 1,816 — — — — — — (234 ) (1,582 ) — Origination fee 4,538 — — — — — — (586 ) (3,952 ) — Amendment fee 11,521 — — — — — — (1,487 ) (10,034 ) — Fair value of warrants 6,424 — — — — — — (829 ) (5,595 ) — Consulting fees to lenders 6,519 — — — — — — (841 ) (5,678 ) — Mandatory trigger event exit fees 55,200 — 3,952 — — — — (7,314 ) (51,838 ) — Other issuance costs 3,600 — — — — — — (465 ) (3,135 ) — Total DDIC 89,618 — 3,952 — — — — (11,756 ) (81,814 ) — Cumulative accretion (30,128 ) — — — — — (11,670 ) 4,587 37,211 — Net discount 59,490 — 3,952 — — — (11,670 ) (7,169 ) (44,603 ) — Net carrying value $ 80,054 $ 1,886 $ — $ (9,250 ) $ (17,932 ) $ (118,200 ) $ 11,670 $ 7,169 $ 44,603 $ — Funded Credit Facility Activity for 2017. Presented below is a summary of activity related to the funded debt, including allocated DDIC, for the year ended December 31, 2017 (in thousands): December 31, 2016 PIK Accrual Liability Adjustments Contractual Liability Payments Amendment Costs Accretion Expense DDIC December 31, 2017 Scheduled Prepayments Transfers (1) Write-off 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 liabilities 169,158 2,966 9,414 (15,500 ) (26,494 ) — — — — 139,544 DDIC: Original issue discount 2,150 — — — — — — — (334 ) 1,816 Origination fee 5,375 — — — — — — — (837 ) 4,538 Amendment fee 8,600 — — — — — 4,300 — (1,379 ) 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 — — — — — 385 — (608 ) 3,600 Total DDIC 90,534 — 9,414 — — — 4,685 — (15,015 ) 89,618 Cumulative accretion (9,440 ) — — — — — — (23,632 ) 2,944 (30,128 ) Net discount 81,094 — 9,414 — — — 4,685 (23,632 ) (12,071 ) 59,490 Net carrying value $ 88,064 $ 2,966 $ — $ (15,500 ) $ (26,494 ) $ — $ (4,685 ) $ 23,632 $ 12,071 $ 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. Unfunded Credit Facility Activity. The Company accounted for DDIC related to the unfunded portion of the Credit Facility as a long-term asset that was amortized to expense using the straight-line method from the date the costs were incurred through the maturity date of the Credit Facility. Presented below is a summary of activity related to DDIC allocated to the unfunded debt for the years ended December 31, 2018 and 2017 (in thousands): December 31, 2016 Additions Amortization December 31, 2017 Amortization DDIC Write-off December 31, 2018 Origination fee $ 875 $ — $ — $ 875 $ — $ (875 ) $ — Amendment fee 1,400 700 — 2,100 — (2,100 ) — Fair value of warrants 1,239 — — 1,239 — (1,239 ) — Consulting fees to lenders 280 — — 280 — (280 ) — Other issuance costs 589 60 — 649 — (649 ) — Total deferred debt issuance costs 4,383 760 — 5,143 — (5,143 ) — Cumulative amortization, net (433 ) — (1,190 ) (1,623 ) (756 ) 2,379 — Deferred debt issuance costs, net $ 3,950 $ 760 $ (1,190 ) $ 3,520 $ (756 ) $ (2,764 ) $ — 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 an initial face amount of approximately $3.0 million was assumed by the Company. This loan was originally non-interest bearing and was not due and payable until the outstanding principal balance under the Credit Facility was less than $95.0 million . At inception of this loan, the maturity date was expected to occur in June 2020 based on the scheduled principal payments under the Credit Facility. Interest was initially imputed under this loan payable at the rate of 15.0% per annum, which resulted in DDIC of approximately $1.0 million , whereby the initial carrying value was approximately $2.0 million as of October 10, 2017 . Accretion expense for the period from October 10, 2017 through December 31, 2017 amounted to approximately $0.1 million resulting in a net carrying value of $2.1 million as of December 31, 2017 . As discussed below, this loan was amended twice in 2018 which resulted in further changes to the effective interest rate. Due to a principal prepayment of $17.9 million under the Credit Facility in April 2018, the expected maturity date was revised from June 2020 to March 2019 . Effective July 19, 2018 , the first amendment to the GP Sponsor loan resulted in a change in the maturity date to January 4, 2019 . As a result of this loan modification, the accretion calculations using the effective interest method were adjusted through December 21, 2018 , whereby the imputed interest rate increased from 15.0% to 33.1% . Effective December 21, 2018 , the second amendment to the loan agreement provided for an extension of the maturity date from January 4, 2019 to June 28, 2019 . In addition, the parties agreed that the loan would retroactively bear interest at 13.0% per annum from July 19, 2018 through the maturity date. Total retroactive interest amounted to $0.2 million which is accounted for as DDIC that is being accreted through the maturity date. In addition, the second amendment provides for monthly principal payments starting in December 2018 of approximately $0.4 million plus accrued interest. In December 2018 , the Company made a payment of $0.6 million , primarily consisting of payment of retroactive interest of $0.2 million and the first monthly principal payment of $0.4 million . The effective interest rate for accretion of DDIC is 26.4% for the period from December 21, 2018 through June 28, 2019 . Amendments to Credit Facility The Company 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 million paid in October 2016, $1.25 million incurred in June 2017, and $3.75 million incurred in October 2017 . The Company evaluated each of the six amendments and determined that all of them should be accounted for as modifications rather than extinguishments. Accordingly, the DDIC immediately before the amendments, plus the additional amendment fee and third-party costs incurred on behalf of the Lenders, are included as part of the net carrying value of the funded debt and as long-term debt issuance costs for the unfunded debt. Professional fees and other costs incurred by the Company for the amendments were charged to expense in the period incurred. Certain key provisions of the amendments are discussed below. 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 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 event of default and enabled funding of the delayed draw A Term Loan for $65.0 million and the delayed draw B Term Loan for $12.5 million . Pursuant to the Second Amendment, the requirement to make quarterly principal payments equal to 25% of the calculated Excess Cash Flow was increased to 75% of Excess Cash Flow beginning with the calculation for the first quarter of 2017, and all customer prepayments for service periods in excess of one year that were received after April 1, 2017 were required to be applied to reduce the outstanding principal balance. Additionally, the monthly collateral monitoring fee increased from 0.50% per annum to 2.50% per annum of the outstanding borrowings, including PIK borrowings. From November 2016 through April 2017, the Company had made expenditures that exceeded certain budgetary compliance covenants set forth in the Credit Facility, which resulted in the existence of an event 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 were less restrictive for past and future compliance, which resulted in the elimination of these covenant violations. The Company agreed to make a principal payment of $6.5 million , including satisfying the 75% of Excess Cash Flow payment of $4.0 million for the first quarter of 2017. Contractual principal amortization payments for April and May 2017 were also increased by an aggregate of $2.5 million and the Lenders did not charge Default Interest during the period that the events of default existed. 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 million of mandatory trigger event consulting exit fees due to the Origination Agent. In addition, $50.0 million of the remaining mandatory trigger event exit fees under the Credit Facility were converted into interest-bearing principal. As a result, the existing mandatory Trigger Event exit fees were reduced by $55.0 million and the principal balance outstanding under the Credit Facility increased by $50.0 million . The $50.0 million of additional principal incurred by the transfer of mandatory Trigger Event exit fees was not subject to make-whole applicable premium upon prepayment from future equity financings. In addition, the conditions set forth in the lender consents that required at the closing of the Mergers a payment of at least $35.0 million be made to the Lenders under the Credit Facility, was deemed to be satisfied upon the effectiveness of the Sixth Amendment. Upon the effectiveness of the Sixth Amendment, the $50.0 million of mandatory Trigger Event exit fees that converted into term debt with interest at 12.0% per annum payable in cash and 3.0% per annum payable in kind (“PIK”) and was subject to collateral monitoring fees at 2.5% per annum. The Company agreed to pay an amendment fee in connection with the Sixth Amendment of $3.75 million , which was due and payable in July 2019. As of December 31, 2017 , other long-term liabilities included $6.25 million which consisted of unpaid amendment fees totaling $5.0 million and $1.25 million for the target date fee for the delay in closing the Mergers as discussed above. Other key provisions of the Sixth Amendment included the following: • Various financial covenants were revised to provide greater flexibility to promote new business development. • Principal payments of $6.75 million that would have been payable during the fourth quarter of 2017 were eliminated until maturity. For the six months ending June 30, 2018, principal payments were reduced from $2.25 million per month to $1.0 million per month. Beginning in July 2018 and continuing through maturity of the Credit Facility, principal payments were reduced from $2.5 million per month to $1.25 million per month. • The Sixth Amendment capped aggregate cash payments for transaction costs and deferred underwriting fees related to the Merger Agreement at $20.0 million . The actual cash payments were $19.8 million , consisting of $7.9 million related to GPIA and $11.9 million related to RSI. • The unfunded portion of the Credit Facility for $17.5 million remained available for potential borrowings through the maturity date with the consent of the Origination Agent. Interest Expense The components of interest expense for the years ended December 31, 2018 , 2017 and 2016 are presented below (in thousands): 2018 2017 2016 Credit Facility: Interest expense at 12.0% $ 7,513 $ 11,954 $ 3,597 PIK interest at 3.0% 1,886 2,966 900 Accretion expense for funded debt 11,670 23,632 8,371 Make-whole applicable premium: Credit Facility prepayments 3,103 4,607 — Payoff of funded Credit Facility 7,307 — — Accretion expense for GP Sponsor note payable 905 68 — Interest on other borrowings 146 130 488 Total interest expense $ 32,530 $ 43,357 $ 13,356 Other Debt Financing Expenses The components of other debt financing expenses for the years ended December 31, 2018 , 2017 and 2016 are presented below (in thousands): 2018 2017 2016 Write-off of DDIC: Credit Facility prepayments $ 7,169 $ 12,071 $ — Payoff of funded Credit Facility 44,603 — — Termination of unfunded Credit Facility 2,764 — — Collateral monitoring fees 1,556 2,505 538 Penalty under Credit Facility for delay in closing of Mergers — 1,250 — Amortization of debt issuance costs related to unfunded debt 756 1,190 1,502 Unused line fees 481 893 4,095 Amortization of prepaid agent fees and other 1,002 452 237 Total debt financing expenses $ 58,331 $ 18,361 $ 6,372 Embedded Derivatives The Credit Facility included features that were determined to be embedded derivatives requiring bifurcation and accounting as separate financial instruments. Prior to the termination of the Credit Facility on July 19, 2018, the Company determined that embedded derivatives included the requirements to pay make-whole applicable premium in connection with certain mandatory prepayments of principal, and default interest due to non-credit-related events of default. These embedded derivatives were classified within Level 3 of the fair value hierarchy and had an aggregate fair value of $1.6 million as of December 31, 2017 . 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 included timing of projected principal payments, remaining term to maturity of approximately 2.5 years, probability of default of approximately 35% , and a discount rate of 20.9% . The discount rate is comprised of a risk-free rate of 1.9% and a credit spread of 19.0% determined based on option-adjusted spreads from public companies with similar credit quality. Changes in the fair value of embedded derivative liabilities resulted in gains of $1.6 million and $3.8 million for the years ended December 31, 2018 and 2017 , respectively, and a loss of $5.4 million for the year ended December 31, 2016 . These changes in fair value are reflected in the Company’s consolidated statements of operations as a gain (loss) from change in fair value of embedded derivatives. |
REDEEMABLE SERIES A PREFERRED S
REDEEMABLE SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Series A Preferred Stock | REDEEMABLE SERIES A PREFERRED STOCK Securities Purchase Agreement On June 18, 2018 , the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several accredited investors (the “Purchasers”) for a private placement (the “Private Placement”) of (i) shares of 13.00% Series A Redeemable Convertible Preferred Stock, par value $0.0001 (the “Series A Preferred Stock”), (ii) shares of Common Stock, and (iii) convertible secured promissory notes (the “Convertible Notes”), with no principal amount outstanding at issuance that solely collateralize amounts, if any, that may become payable by the Company pursuant to certain redemption provisions of the Series A Preferred Stock. The completion of the Private Placement was approved by the Company’s stockholders at a special meeting held on July 12, 2018 , and the closing of the Private Placement occurred on July 19, 2018 (the “Closing Date”). Pursuant to the Securities Purchase Agreement, the Purchasers acquired an aggregate of 140,000 shares of Series A Preferred Stock, 2,896,556 shares of Common Stock, and Convertible Notes with no principal amount outstanding as of the issuance date, for an aggregate purchase price equal to $133.0 million in cash (after taking into account a discount of $7.0 million , but before the incremental and direct transaction costs associated with the Private Placement of $4.6 million ). The allocation of the net proceeds as of the Closing Date, along with changes in the net carrying value of the Series A Preferred Stock through December 31, 2018 are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on Closing Date: Series A Preferred Stock 140,000 $ 126,763 (1) $ — $ — $ 126,763 Common Stock — — 20,131 (2) — 20,131 Convertible Notes — — — — — Total 140,000 $ 126,763 $ 20,131 $ — $ 146,894 Pro rata allocation of fair value on Closing Date: Aggregate cash proceeds on Closing Date 140,000 $ 114,773 (3) $ 18,227 (3) $ — $ 133,000 Incremental and direct costs — (3,994 ) (4) (634 ) (4) — (4,628 ) Net carrying value on Closing Date 140,000 110,779 $ 17,593 $ — $ 128,372 Accretion of discount through December 31, 2018 — 2,373 (5) Issuance of shares to settle PIK Dividends 846 846 (6) Net carrying value as of December 31, 2018 140,846 $ 113,998 _________________ (1) The liquidation preference for each share of Series A Preferred Stock on the Closing (2) Date was $1,000 per share for an aggregate liquidation preference of $140.0 million . The fair value of the Series A Preferred Stock was approximately $126.8 million on the Closing Date which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. (3) The fair value of the issuance of approximately 2.9 million shares of the Common Stock was based on the last closing price of $6.95 per share prior to closing. (4) The aggregate cash proceeds of $133.0 million on the Closing Date were allocated pro rata based on the fair value of all consideration issued of $146.9 million . (5) Incremental and direct costs of the Private Placement were allocated pro rata based on the fair value of all consideration issued of $146.9 million . Such costs include financial advisory and professional fees of $2.7 million that were incurred by the Company, and due diligence and professional fees incurred by the investors of $1.9 million . Of the total incremental and direct costs of $4.6 million , $2.7 million was paid from the net proceeds at closing and $1.9 million was paid directly by the Company. (5) The difference between the initial liquidation preference of $140.0 million and the initial carrying value shown above of $110.8 million on the Closing Date represents a discount of $29.2 million that is being accreted at a rate of 4.8% per annum using the effective interest method. As shown in Note 12 , accretion is treated as a deduction in the calculation of earnings applicable to common stockholders. Accretion was $2.4 million for the period from July 19, 2018 through December 31, 2018 , which resulted in an increase in the carrying value of the Series A Preferred Stock and a corresponding reduction in additional paid-in capital. As a result of these periodic accretion adjustments, the carrying value of $110.8 million related to the original issuance of 140,000 shares of Series A Preferred Stock will continue to increase until it is equal to the $140.0 million liquidation preference applicable to such shares on July 19, 2023 when the holders may first elect to redeem their shares for cash. (6) A total of 846 shares of Series A Preferred Stock were issued on October 1, 2018 to settle accrued PIK Dividends for the third quarter of 2018. These shares had an initial liquidation preference of $1,000 per share for a total of $0.8 million . At the closing, the Company used the $133.0 million of proceeds from the Private Placement plus cash and cash equivalents of $2.7 million to (i) repay all outstanding indebtedness and various operating and financing fees and expenses under the Credit Facility in the aggregate amount of $132.8 million as discussed in Note 5 , (ii) pay incremental and direct transaction costs of $2.7 million , and (iii) pay a professional services retainer of $0.2 million . In connection with the completion of the Private Placement, the Company, among other customary closing actions, (i) filed a Certificate of Designations with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series A Preferred Stock (the “CoD”), (ii) entered into a Registration Rights Agreement with the Purchasers setting forth certain registration rights of capital stock held by the Purchasers (the “Registration Rights Agreement”), (iii) delivered a Convertible Note to each Purchaser, and (iv) entered into a Security Agreement (the “Security Agreement”) in respect of the Company’s assets collateralizing the amounts that may become payable pursuant to the Convertible Notes if certain redemption provisions of the Series A Preferred Stock are triggered in the future. Certificate of Designations of the Series A Preferred Stock and Dividends The CoD authorizes the issuance of up to 180,000 shares of Series A Preferred Stock. The holders of Series A Preferred Stock are entitled to (i) a cash dividend of 10.0% per annum (the “Cash Dividend”), payable quarterly in arrears, and (ii) a payment-in-kind dividend of 3.0% per annum (the “PIK Dividend” and together with the Cash Dividend, the “Dividends”). The PIK dividend is accrued quarterly in arrears for the first five years following the Closing and thereafter all Dividends accruing on such Series A Preferred Stock will be payable in cash at a rate of 13.0% per annum. The Series A Preferred Stock is classified as mezzanine equity in the Company’s consolidated balance sheet as of December 31, 2018 since the holders have redemption rights beginning on July 19, 2023 (and earlier under certain circumstances). As required under the CoD and approved by the Company’s Board of Directors, the Cash Dividends and PIK Dividends for the period in which the Series A Preferred Stock was outstanding during the third quarter of 2018 were paid on October 1, 2018. Accrued Cash Dividends and PIK Dividends for the fourth quarter of 2018 were paid on January 2, 2019 to holders of record on December 16, 2018 . Accordingly, the Company accrued a current liability for accrued dividends payable in cash through December 31, 2018 for $3.5 million . A long-term liability was recorded for $1.1 million of dividends that accrued through December 31, 2018 , and that were settled through the issuance of additional shares of Series A Preferred Stock on January 2, 2019 . Presented below is a summary of total and per share dividends declared through December 31, 2018 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Dividends Cash PIK Per Share Cash Dividends at 10.0% per annum: Third quarter of 2018 $ 2,839 $ — $ 2,839 $ 20.28 Fourth quarter of 2018 3,521 — 3,521 25.00 PIK Dividends at 3.0% per annum: Third quarter of 2018 — 846 846 6.04 Fourth quarter of 2018 — 1,056 1,056 7.50 Fractional shares payable in cash 6 — 6 0.04 Total dividends accrued in 2018 6,366 1,902 8,268 58.86 Less dividends paid in 2018 (2,845 ) (846 ) (3,691 ) (26.36 ) Liability for unpaid dividends, December 31, 2018 $ 3,521 $ 1,056 $ 4,577 $ 32.50 Each share of Series A Preferred Stock is entitled to vote with the Common Stock on an as-converted basis. In addition, the holders of the outstanding shares of Series A Preferred Stock are required to approve certain actions affecting the rights of the Series A Preferred Stock. The approval of a majority of the outstanding Series A Preferred Stock are required to approve any of the following: (i) the declaration or payment of any principal, dividend or distribution on securities junior in rights to the Series A Preferred Stock (“Junior Securities”) or pari passu in rights to the Series A Preferred Stock or the purchase, redemption or other acquisition by the Company of Junior Securities or pari passu securities if at the time of such declaration, payment, dividend or distribution, the Dividends for the Series A Preferred Stock have not been satisfied or paid in full; and (ii) any amendment or repeal of the Company’s certificate of incorporation or the CoD adversely affecting the rights, preferences or privileges of the Series A Preferred Stock. The approval of all holders of outstanding Series A Preferred Stock are required for (i) the authorization or creation of, issuance of, or reclassification into, any stock that ranks pari passu with or senior to the Series A Preferred Stock with respect to payment of dividends and liquidation preference and (ii) amendment of the CoD provisions regarding Dividends, liquidation rights, redemption rights, conversion rights, voting rights and reorganization events. The liquidation value of the Series A Preferred Stock is convertible into shares of Common Stock at an initial conversion rate of $10.00 per share for a total of 14.1 million shares of Common Stock based on 140,846 shares of Series A Preferred Stock outstanding as of December 31, 2018 . Each share of Series A Preferred Stock is convertible at the holder’s option into one share of Common Stock at a conversion price equal to the quotient of (i) the Liquidation Preference (as defined below), and (ii) $10.00 (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) (the “Per Share Amount”). The Company has the right to convert outstanding shares of Series A Preferred Stock into Common Stock for the Per Share Amount after July 19, 2021 , if the Company’s volume weighted average stock price for at least 30 trading days of the 45 consecutive trading days immediately preceding such conversion is greater than $11.50 per share. The Company can exercise this right to convert twice per calendar year for a maximum number of shares of Common Stock that has publicly traded over the 60 consecutive trading days prior to the conversion date (less any shares of Common Stock that have been issued pursuant to any such conversion during such 60 -day period). The Series A Preferred Stock will become mandatorily redeemable, upon the election by the holders of a majority of the then outstanding Preferred Stock, on or after July 19, 2023 . Any and all of the then outstanding liquidation value of the Series A Preferred Stock plus any capitalized PIK Dividends and any unpaid accrued Cash Dividends not previously included in the Liquidation Preference (the “Redemption Amount”) is required to be repaid in full in cash on such redemption date or satisfied in the form of obligations under the Convertible Notes, as further described below. Additionally, in certain circumstances the Company may require the holders of shares of the Series A Preferred Stock to convert into shares of Common Stock in lieu of cash payable upon redemption. The Series A Preferred Stock will also become mandatorily redeemable at any time upon the reasonable determination of the holders of a majority of the Series A Preferred Stock then outstanding of the occurrence of a Material Adverse Effect or the occurrence of a Material Litigation Effect (as such terms are defined in the CoD), with the Redemption Amounts payable automatically becoming payment obligations pursuant to the Convertible Notes with a concurrent cancellation of the shares of the Series A Preferred Stock, unless under certain circumstances, the Company redeems the Series A Preferred Stock for cash at such time. Prior to July 19, 2021 , the Company will have the right to redeem up to $80.0 million of shares of the Series A Preferred Stock for cash amounts equal to the Redemption Amount which would include a make-whole premium that provides the holders thereof with full yield maintenance as if the Series A Preferred Stock was held until July 19, 2021 , provided that such redemptions are subject to certain conditions and limitations. After July 19, 2021 , the Company will have the right to redeem shares of Series A Preferred Stock for a cash per share amount equal to the Redemption Amount. The holders of Series A Preferred Stock may exercise their conversion rights prior to any optional redemption. In the event of a liquidation, dissolution or winding up of the Company, the Series A Preferred Stock is entitled to a liquidation preference in the amount of the greater of (i) $1,000 plus accrued but unpaid Dividends (the “Liquidation Preference”), and (ii) the per share amount of all cash, securities and other property to be distributed in respect of the Common Stock such holder would have been entitled to receive for its Series A Preferred Stock on an as-converted basis. In the event of a liquidation, dissolution or winding up of the Company prior to July 19, 2021 , the holders are entitled to a make-whole premium that provides the holders thereof with full yield maintenance as if the shares of Series A Preferred Stock were held until July 19, 2021 . Until approximately 95% of the Series A Preferred Stock or Convertible Notes are no longer outstanding, the Company is restricted from incurring Indebtedness (as defined in the Stock Purchase Agreement), subject to certain exceptions. Security Agreement and Convertible Notes At the Closing, the Company entered into the Security Agreement in respect of the Company’s assets collateralizing the amounts that may become payable pursuant to the Convertible Notes. The Company delivered a Convertible Note to each holder of Series A Preferred Stock to collateralize amounts, if any, that may become payable by the Company pursuant to certain redemption provisions of the shares of Series A Preferred Stock. No principal amount or interest will be outstanding under the Convertible Notes unless and until (i) there is a redemption event as described in the section above on the CoD, and (ii) the holders of Series A Preferred Stock elect to surrender their shares in exchange for the Convertible Notes. Prior to such time, the Convertible Notes may not be transferred by the Purchasers other than an automatic assignment in whole or in part in connection with a transfer by the Purchasers of the shares of Series A Preferred Stock issued pursuant to the Securities Purchase Agreement. The Convertible Notes will bear interest at the rate of 13.00% per annum ( 10.0% per annum in cash and 3.0% per annum payment-in-kind until July 19, 2023 ). The Convertible Notes mature July 19, 2023 or upon a Reorganization Event (as defined in the CoD) and are secured by substantially all of the assets of the Company and certain of its domestic subsidiaries. After a redemption of the Series A Preferred Stock which causes there to be outstanding obligations under the Convertible Notes, the Convertible Notes are convertible at the option of the holder (but not the Company) on the same terms as the Series A Preferred Stock. The Company may prepay for cash up to $80.0 million of the Convertible Notes on a pro rata basis prior to July 19, 2021 with full yield maintenance as if the Convertible Notes were held until July 19, 2021 , provided that such redemptions are subject to certain conditions and limitations. The Company may prepay the Convertible Notes without penalty at any time on a pro rata basis after July 19, 2021 . All prepayments are subject to the right of the holder of each Convertible Note to convert the prepayment amount into shares of Common Stock. The Convertible Notes also contain customary restrictions on the ability of the Company to, among other things, make certain restricted payments with respect to its capital stock, subordinated indebtedness and unsecured indebtedness, consummate certain mergers, consolidations or dissolutions and make certain dispositions, subject to specific exclusions. Upon the occurrence of an Event of Default (as defined in the Convertible Notes), the holders of such Convertible Notes will have the right to accelerate all obligations of the Company thereunder (or in some instances, such obligations shall be accelerated with no action required on the part of the holders), and such obligations will become immediately due and payable. In addition, if such acceleration occurs prior to July 19, 2021 , the holders will also have the right to receive a make-whole premium thereunder. Registration Rights Agreement The Registration Rights Agreement required the Company to register the resale of the shares of Common Stock and Series A Preferred Stock issued pursuant to the Securities Purchase Agreement, which was completed in November 2018. The Registration Rights Agreement also includes customary “piggyback” registration rights, suspension rights, indemnification, contribution, and assignment provisions. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Capital Structure | CAPITAL STRUCTURE Preferred Stock Upon completion of the Delaware Domestication discussed in Note 1 , the Company is authorized to issue 100,000,000 preferred shares with a par value of $0.0001 per share in one or more series. The Company’s board of directors is authorized to establish the voting rights, if any, designations, powers, preferences, special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors has authorized the issuance of up to 180,000 shares of Series A Preferred Stock, and 140,846 shares were issued and outstanding as of December 31, 2018 . The specific terms of the Series A Preferred Stock are discussed in detail in Note 6 . Common Stock As of December 31, 2018 and 2017 , Company is authorized to issue up to 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. Holders of the Company’s shares of Common Stock are entitled to one vote for each share. 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 million shares of RMNI Common Stock were issued to the previous holders of RSI Preferred Stock. ASP owned 100% of the outstanding shares of RSI Series B and C Preferred Stock and upon consummation of the Mergers received an aggregate of 22.7 million shares of RMNI Common Stock. As of December 31, 2018 , ASP owns an aggregate of approximately 23.7 million shares of RMNI Common Stock, representing 36.9% of the issued and outstanding shares. An affiliate of ASP is a member of the Company’s board of directors. 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 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 in Mergers Number of Shares (1) Carrying Value (2) Liquidation Preference (3) Number of Shares (4) Common Stock Additional Paid-in Capital Series 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) 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 respective liquidation preference for each series of RSI Preferred Stock. (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 million are reflected as an adjustment to the net loss attributable to shares of Common Stock for purposes of the calculation of loss per share. Deemed dividends reflecting the beneficial conversion feature are treated as an increase in additional paid-in capital with a corresponding reduction in additional paid-in capital in the accompanying consolidated statement of stockholders’ deficit for the year ended December 31, 2016 . |
STOCK-BASED COMPENSATION AND WA
STOCK-BASED COMPENSATION AND WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |
Stock-Based Compensation and Warrants | STOCK-BASED COMPENSATION AND WARRANTS Overview of Equity Incentive Plans The Company’s 2007 Stock Plan (the “2007 Plan”) reserved up to approximately 14.3 million shares of Common Stock for the grant of stock options and stock purchase rights to employees and directors. The 2007 Plan was terminated in November 2013; however, the terms of the 2007 Plan continue to govern any outstanding awards thereunder. As of December 31, 2018 , stock options for approximately 6.0 million shares are outstanding under the 2007 Plan, all of which are vested. 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 ("RSU's"), performance units and performance shares. As of July 2017, the 2013 Plan reserved up to approximately 4.8 million shares of Common Stock. In addition, the authorized shares of Common Stock under the 2013 Plan are increased for outstanding options under the 2007 Plan that are subsequently forfeited or expire unexercised. Accordingly, options that expire or are forfeited under the 2007 Plan become available for re-grant under the 2013 Plan. As of December 31, 2018 , options for approximately 5.9 million shares are outstanding under the 2013 Plan and options for approximately 2.8 million shares are available for future grants. Through December 31, 2018 , grants under the 2013 Plan consist of stock options and RSU's. The 2013 Plan will expire in July 2027 . 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% of the fair value at the grant date. The options granted generally have a maximum term of 10 years from grant date and are exercisable upon vesting. Option granted to employees generally vest as to one-third of the shares subject to the award on each anniversary of the designated vesting commencement date, which may precede the grant date of such award. Options granted to directors generally vest for all of the shares one year after the grant date. 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) 4.8 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. The Board of Directors approved an increase in the authorized shares for 2.6 million shares and granted both additional stock options for approximately 232,500 shares and additional RSUs of approximately 12,000 shares on February 13, 2019. Stock Options The following table sets forth the summary of stock option activity under the Company’s Stock Plans for the years ended December 31, 2018 , 2017 and 2016 , as restated to give effect for the reverse recapitalization discussed in Note 1 (shares in thousands): 2018 2017 2016 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 12,130 $ 2.95 12,863 $ 1.94 12,639 $ 1.84 Granted 1,870 7.87 1,877 7.63 571 5.79 Forfeited (69 ) 7.96 (298 ) 6.93 (225 ) 5.63 Expired (45 ) 5.96 (1,093 ) 0.55 (87 ) 3.63 Exercised (1,982 ) 1.03 (1,219 ) 0.71 (35 ) 1.41 Outstanding, end of year (3)(4) 11,904 4.00 5.1 12,130 2.95 4.9 12,863 1.94 4.6 Vested, end of year (3) 9,211 2.91 3.9 10,033 2.09 4.0 11,369 1.51 4.1 ____________________ (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, 2018 , 2017 and 2016 , the aggregate intrinsic value of stock options outstanding was $23.0 million , $60.4 million , and $28.7 million , respectively. As of December 31, 2018 , 2017 and 2016 , the aggregate intrinsic value of vested stock options was $23.0 million , $58.4 million and $28.7 million , respectively. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.3 million shares as of December 31, 2018 . The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2018 , 2017 and 2016 (in thousands): 2018 2017 2016 Available, beginning of year 2,413 2,899 1,652 Stock options granted (1,870 ) (1,877 ) (571 ) RSU's granted (199 ) — — Expired options under 2007 Plan 45 1,093 87 Forfeited options under Stock Plans 69 298 225 Newly authorized by Board of Directors 2,300 — 1,506 Available, end of year 2,758 2,413 2,899 Fair Value of Stock Options 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, 2018 , 2017 and 2016 : 2018 2017 2016 Expected life (in years) 5.9 5.9 6.0 Volatility 31 % 33 % 37 % Dividend yield — % — % — % Risk-free interest rate 2.8 % 1.9 % 1.4 % 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 10, 2017 , the Company utilized an independent valuation firm to determine its Common Stock value generally using the income approach and the market approach valuation methods. Since we are now a public company, the Common Stock option value is based on the Company’s closing market price on the date of grant. 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, 2018 , 2017 , and 2016 was $9.5 million , $7.9 million and $0.2 million , respectively. The weighted-average grant date fair value per share of employee options granted for the years ended December 31, 2018 , 2017 and 2016 was $2.73 , $2.68 and $2.19 , respectively. Restricted Stock Units For the year ended December 31, 2018 , the Board of Directors granted RSU’s under the 2013 Plan for an aggregate of approximately 0.2 million shares of Common Stock to members of the Board of Directors, officers and employees of the Company. These RSU’s vest over periods ranging from 12 to 24 months from the respective grant dates and the awards are subject to forfeiture upon termination of employment or service on the Board of Directors. Based on the weighted average fair market value of the Common Stock of $8.30 per share on the date of grant, the aggregate fair value for the shares underlying the RSU’s amounted to $1.7 million as of the grant date that is being recognized as compensation cost over the vesting period. Accordingly, compensation expense of $1.2 million was recognized for the year ended December 31, 2018 . The unrecognized portion of $0.5 million is expected to be charged to expense on a straight-line basis as the RSU’s vest over a weighted-average period of approximately 0.4 years. Stock-Based Compensation Expense The aggregate stock-based compensation expense for stock options and RSU's for the years ended December 31, 2018 , 2017 and 2016 is classified as follows (in thousands): 2018 2017 2016 Cost of revenues $ 885 $ 399 $ 286 Sales and marketing 1,865 1,411 764 General and administrative 1,644 1,153 1,247 Total $ 4,394 $ 2,963 $ 2,297 As of December 31, 2018 , 2017 and 2016 , total unrecognized compensation cost related to unvested stock options was $4.0 million , $3.2 million and $1.9 million , respectively. The remaining unrecognized costs are expected to be recognized on a straight-line basis over a weighted-average period of approximately 1.7 years . Employee Stock Purchase Plan At the Annual Meeting of Stockholders held on June 7, 2018, the Company’s stockholders approved the Rimini Street, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for the purchase by employees of up to an aggregate of 5.0 million shares of Common Stock. The purchase price per share at which shares are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period). Offering periods will consist of two six -month periods generally commencing twice each calendar year. The purpose of the ESPP is to provide an opportunity for eligible employees of the Company to purchase shares of the Company at a discount through voluntary contributions from such employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and the Company’s stockholders. Through December 31, 2018 , no offering period under the ESPP had commenced and no shares of Common Stock have been issued under the ESPP. Outstanding 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. 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, 2018 and 2017 (in thousands, except per share amounts): Issuance Date Expiration Date Exercise Price Number Description of Shares Origination Agent Warrant October 2017 June 2026 (1) $ 5.64 3,440 (2) GPIA Public Warrants May 2015 October 2022 11.50 8,625 (3) GP Sponsor Private Placement Warrants May 2015 October 2022 11.50 6,063 (4) Total 18,128 _____________________ (1) The expiration date for the Origination Agent Warrant is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. (2) The Origination Agent Warrant was issued upon consummation of the Mergers discussed in Note 3 and resulted in the elimination of the redemption features associated with two warrants issued in 2016 as discussed below under RSI Redeemable Warrants. (3) 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. (4) 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. RSI Redeemable Warrants As discussed in Note 5 , the Company issued a warrant to the Origination Agent for approximately 2.7 million shares of Common Stock exercisable at $5.64 per share (the "Original Warrant") upon entry into the Credit Facility in June 2016 . In October 2016 , an additional warrant was issued for approximately 0.7 million shares exercisable at $5.64 per share (the "Anti-Dilution Warrant"). The Original Warrant and the Anti-Dilution Warrant (collectively referred to as the "RSI Redeemable Warrants") were redeemable for cash at the option of the holders at the earliest to occur of (i) termination of the Credit Facility, (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. Upon consummation of the Mergers discussed in Note 3 , the Origination Agent agreed to cancel the RSI Redeemable Warrants, in exchange for a new warrant for approximately 3.4 million shares (the "Origination Agent Warrant") as shown in the table above. The cash redemption and anti-dilution features contained in the RSI Redeemable Warrants were eliminated in connection with the issuance of the Origination Agent Warrant. Accordingly, effective October 10, 2017 the fair value of the RSI Redeemable Warrants of $23.6 million was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. Presented below is a summary of the accounting treatment for the RSI Redeemable Warrants 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 Changes in Fair Value (1) Liability at December 31, 2016 Loss From Changes in Fair Value (1) Liability at October 10, 2017 RSI Redeemable Warrants Number of Shares Value at Issuance 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 RSI Redeemable Warrants were 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 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% . (2) As discussed in Note 5 , the original fair value of the Original Warrant to purchase approximately 2.7 million shares of the Company’s Common Stock was $8.8 million which was accounted for as DDIC in June 2016 . (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 RSI Redeemable Warrants was eliminated effective on October 10, 2017 . Accordingly, the fair value of the RSI Redeemable Warrants in the aggregate amount of $23.6 million was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. RSI Guarantee Warrants In October 2014, the Company issued warrants for approximately 83,000 shares (the “Guarantee Warrants”) to ASP 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 warrants prior to exercise on October 10, 2017 was $441,000 . The periodic changes in fair value were included in sales and marketing expense through the exercise date, whereby total expense of approximately $380,000 was recognized for the year ended December 31, 2017 and a reduction of expense of $7,000 was recognized for the year ended December 31, 2016 . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 Tax Act, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21% , limitation of the tax deduction for interest expense to 30% of adjusted earnings, limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated (the “Transition Tax”), future taxation of certain classes of offshore earnings regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits beginning in 2018. 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 Company has completed its analysis of the income tax effects of the Tax Act, including the impact of the Transition Tax, the revaluation of deferred tax assets and liabilities to reflect the 21% corporate tax rate, treatment of new capital equipment, the impact to the aforementioned items on state income taxes, and potential unrecognized tax benefits relating to the aforementioned items. As a result of the Tax Act, the corporate tax rate decreased from a top marginal rate of 35% that was effective through December 31, 2018 to a flat rate of 21% effective January 1, 2018. Accordingly, a provisional decrease of $31.8 million in the Company’s domestic deferred tax assets was recognized and this amount was fully offset by a decrease in the valuation allowance. For its deferred tax assets and liabilities, the Company recorded no provisional net decrease with no corresponding net adjustment to deferred income tax expense for the year ended December 31, 2018 due to a full valuation allowance. For the years ended December 31, 2018 , 2017 and 2016 , loss before income tax expense is as follows (in thousands): 2018 2017 2016 Domestic $ (72,235 ) $ (56,268 ) $ (14,644 ) International 6,262 4,290 3,239 $ (65,973 ) $ (51,978 ) $ (11,405 ) For the years ended December 31, 2018 , 2017 and 2016 , 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): 2018 2017 2016 Income tax benefit at statutory U.S. federal rate $ 13,854 $ 17,673 $ 3,877 Income tax benefit attributable to U.S. states, net (362 ) 1,469 380 Permanent differences: Non-deductible expenses (247 ) (284 ) (301 ) Stock-based compensation 918 (862 ) (299 ) Other (24 ) (215 ) (256 ) Global intangible low taxed income (1,027 ) — — Change in statutory federal tax rate — (31,826 ) — Transition tax — (1,503 ) — Foreign rate differential and foreign tax credits (511 ) 522 (211 ) Reclassification of warrant to equity and other 69 (8,828 ) 1,421 (Increase) decrease in valuation allowance (14,662 ) 22,535 (6,143 ) Total income tax expense $ (1,992 ) $ (1,319 ) $ (1,532 ) For tax years beginning after January 1, 2018, Global Intangible Low Tax Income (GILTI) requires companies to report income from its foreign subsidiaries that exceeds 10% of the calculated deemed tangible return on its fixed assets. The Company determined the GILTI income inclusion for the year ended December 31, 2018 was $ 1.0 million. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company has elected to treat GILTI as a current period expense and will not record GILTI deferred taxes. For the years ended December 31, 2018 , 2017 and 2016 , income tax benefit (expense) consisted of the following (in thousands): 2018 2017 2016 Current income tax expense: Federal $ — $ — $ — State (112 ) (140 ) (98 ) Foreign (2,115 ) (1,303 ) (1,954 ) Total current income tax expense (2,227 ) (1,443 ) (2,052 ) Deferred income tax benefit: Federal — — — State — — — Foreign 235 124 520 Total deferred income tax benefit 235 124 520 Total income tax expense $ (1,992 ) $ (1,319 ) $ (1,532 ) As of December 31, 2018 and 2017 , the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): 2018 2017 Deferred income tax assets: Net operating loss carryforwards $ 45,639 $ 45,032 Deferred revenue 6,635 7,907 Accounts payable and accrued expenses 2,499 6,355 Debt financing interest and fees — 4,712 Stock-based compensation 1,539 1,286 Capital loss carryforwards 1,288 1,439 Tax credit carryforwards 423 571 Deferred rent and other 1,529 401 Embedded derivative liability — 425 Foreign deferred assets 1,357 1,263 Business interest carryforwards 22,946 — Gross deferred income tax assets 83,855 69,391 Valuation allowance for deferred income tax assets (82,905 ) (68,367 ) Net deferred income tax assets 950 1,024 Deferred income tax liabilities: Other (41 ) (305 ) Deferred tax assets, net $ 909 $ 719 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 years ended December 31, 2018 and 2016 the net increase in the valuation allowance amounted to $14.7 million and $6.1 million , respectively. For the year ended December 31, 2017 , the valuation allowance decreased by $22.5 million , primarily as a result of the impact of the Tax Act discussed above. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the Company’s lack of domestic earnings history, the domestic net deferred tax assets have been fully offset by a valuation allowance. At December 31, 2018 , the Company has federal net operating tax loss carryforwards of approximately $174.2 million and varying amounts of U.S. state net operating loss carryforwards, totaling $150.1 million , that begin to expire in 2026 and 2019, respectively. At December 31, 2018 , the Company has federal foreign tax credits carryforwards of $0.4 million expiring beginning in 2021. 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. Through December 31, 2018, the Company has not experienced an ownership change, as defined in Section 382. 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, 2018 , the cumulative amount of unremitted earnings of the Company’s foreign subsidiaries was $15.2 million . The unrecognized deferred tax liability for these earnings was approximately $1.5 million , consisting primarily of foreign withholding taxes. 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, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating leases The Company leases its office facilities under non-cancellable operating lease agreements that expire from March 2019 to January 2025. The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense for the years ended December 31, 2018 , 2017 and 2016 was $5.6 million , $5.0 million and $4.2 million , respectively. Future minimum lease payments under the non-cancellable operating lease agreements are as follows (in thousands): Year ending December 31: 2019 $ 4,942 2020 4,058 2021 3,765 2022 2,936 2023 370 Thereafter 349 Total $ 16,420 Capital leases The Company has entered into various capital lease agreements for certain computer equipment. The lease terms range from 12 months to 36 months with annual interest rates ranging from 4% to 11% . As of December 31, 2018 , the future annual minimum lease payments under capital lease obligations are as follows (in thousands): Year ending December 31: 2019 $ 414 2020 155 2021 72 Total minimum lease payments 641 Less amounts representing interest 40 Present value of minimum lease payments 601 Less current portion, included in accrued expenses 387 Long term obligation, included in other long-term liabilities $ 214 As of December 31, 2018 and 2017 , the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, are as follows (in thousands): 2018 2017 Leased computer equipment $ 3,109 $ 2,722 Less accumulated depreciation (2,346 ) (1,744 ) Net $ 763 $ 978 Series A Preferred Stock Dividends In connection with the issuance of Series A Preferred Stock on July 19, 2018 as discussed in Note 6 , the Company is obligated to pay Cash Dividends and issue additional shares of Series A Preferred Stock in settlement of PIK Dividends. For the initial five-year period through July 19, 2023 that the Series A Preferred Stock is expected to be outstanding, estimated Cash Dividends and PIK Dividends required to be declared are as follows (in thousands): Year Ending December 31: Cash PIK Total 2019 $ 14,351 (1) $ 4,305 (1) $ 18,656 2020 14,787 (1) 4,436 (1) 19,223 2021 15,235 (1) 4,571 (1) 19,806 2022 15,698 (1) 4,709 (1) 20,407 2023 8,838 (1) 2,652 (1) 11,490 Total $ 68,909 $ 20,673 $ 89,582 ____________________ (1) Amounts shown assume there are no conversions to Common Stock or redemptions for the initial five-year period through July 19, 2023 . 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% of each employee’s contribution, not to exceed 4% of eligible compensation. The Company’s matching contribution to the plan totaled $2.1 million , $1.7 million and $1.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Rimini I Litigation 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. (United States District Court for the District of Nevada) (“Rimini I”), against the Company and its Chief Executive Officer, Seth Ravin, alleging that certain of the Company’s processes violated Oracle’s license agreements with its customers and that the Company committed acts of copyright infringement and violated other federal and state laws. The litigation involved the Company’s business processes and the manner in which the Company provided services to its clients. To provide software support and maintenance services to its clients, the Company requests access to a separate environment for developing and testing the updates to the software programs. Prior to July 2014 , PeopleSoft, J.D. Edwards and Siebel clients switching from Oracle to the Company’s enterprise software support were given a choice of two models for hosting the development and testing environment for their software: the environment could be hosted on the client’s servers or on the Company’s servers. In addition to other allegations, Oracle challenged the Rimini Street-hosted model for certain Oracle license agreements with its customers that contained site-based restrictions. Oracle alleged that its license agreements with these customers restrict licensees’ rights to provide third parties, such as the Company, with copies of Oracle software and to restrict where a licensee may physically install the software. Oracle alleged that, in the course of providing services, the Company violated such license agreements and illegally downloaded software and support materials without authorization. Oracle further alleged that the Company impaired its computer systems in the course of downloading materials for the Company’s clients. Oracle filed amended complaints (together, the “amended complaint”) in April 2010 and June 2011 . Specifically, Oracle’s amended complaint asserted the following causes of action: copyright infringement; violations of the Federal Computer Fraud and Abuse Act; violations of the Computer Data Access and Fraud Act; violations of Nevada Revised Statute 205.4765; breach of contract; inducing breach of contract; intentional interference with prospective economic advantage; negligent interference with prospective economic advantage; unfair competition; trespass to chattels; unjust enrichment/restitution; unfair practices; and a demand for an accounting. Oracle’s amended complaint sought the entry of a preliminary and permanent injunction prohibiting the Company from copying, distributing, using, or creating derivative works based on Oracle Software and Support Materials except as allowed by express license from Oracle; from using any software tool to access Oracle Software and Support Materials; and from engaging in other actions alleged to infringe Oracle’s copyrights or were related to its other causes of action. The parties conducted extensive fact and expert discovery from 2010 through mid- 2012 . 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 for purposes of the Rimini I action. 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 million in October 2016, consisting of copyright infringement damages based on the fair market value license damages theory, damages for violation of certain state computer access statutes, prejudgment interest and attorneys’ fees and costs. In addition, the court entered a permanent injunction prohibiting the Company from using certain processes. The Company accounted for the $124.4 million judgment to Oracle by recording accrued legal settlement expense of (i) $100.0 million for the year ended December 31, 2014, (ii) $21.4 million for the year ended December 31, 2015 , and (iii) pre-judgment interest of $3.0 million for the period from January l, 2016 through October 31, 2016 . Appeal of Rimini I Litigation On October 31, 2016 , the Company paid the full judgment amount of approximately $124.4 million to Oracle, and appealed the case to the United States Court of Appeals for the Ninth Circuit (“Court of Appeals”) to appeal findings (i) and (ii) above as well as the injunction and attorneys' fee award, non-taxable expenses, and interest. With respect to the injunction entered by the court, the Company argued on appeal that the injunction is vague and contains overly broad language that could be read to cover some of the Company’s current business practices that were not adjudicated to be infringing at trial and the injunction should not have been issued under applicable law. On December 6, 2016, the Court of Appeals granted the Company’s emergency motion for a stay of the permanent injunction pending resolution of the underlying appeal and agreed to consider the appeal on an expedited basis. The Court of Appeals heard argument on July 13, 2017. In January 2018 , the Court of Appeals reversed certain awards totaling $50.3 million 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 Court of Appeals in December 2016, and all awards and judgments against Mr. Ravin. The Court of Appeals reversed awards previously paid by the Company as part of the $124.4 million judgment, consisting of an award under state computer access statutes and taxable expenses and interest totaling $21.3 million , Oracle’s attorneys’ fees of $28.5 million (that was subsequently remanded to the District Court), and post-judgment interest of $0.5 million . The Court of Appeals also vacated and remanded the injunction originally ordered by the District Court. Although the Court of Appeals affirmed the findings of infringement against Rimini (which the jury had found to be “innocent” infringement) for the processes that the Company ceased using no later than July 2014, it stated in the opinion that the Company “provided third-party support for Oracle's enterprise software, in lawful competition with Oracle's direct maintenance services.” As mandated by the Court of Appeals, on March 30, 2018 Oracle paid the Company $21.5 million for the reversal of the award under state computer access statutes and taxable expenses and interest totaling $21.3 million , and post-judgment interest of $0.2 million . Due to collection of this award in cash, the Company recognized a recovery of the 2016 judgment for $21.3 million and interest income of $0.2 million for the year ended December 31, 2018 . Additionally, in May 2018, by stipulation of the parties, Oracle deposited $28.5 million into an escrow account with the District Court pending a decision by the District Court on the remanded attorneys’ fees award. On August 14, 2018 , the District Court (i) imposed an injunction that was substantially identical to the injunction that the Court of Appeals had vacated in January 2018 , and (ii) again awarded Oracle $28.5 million in attorneys' fees, which were paid by funds deposited by Oracle with the District Court in May 2018. On August 16, 2018, the Company filed a notice of appeal of the District Court’s renewed injunction and its decision to return the $28.5 million attorneys' fee award to Oracle. The Company also filed in the District Court a motion to stay the injunction pending appeal. On September 11, 2018, the District Court denied the motion, but granted a temporary 60-day stay for the Company to obtain a stay with the Court of Appeals. On September 14, 2018, the Company filed a motion with the Court of Appeals, seeking a stay of the permanent injunction pending appeal and requesting a decision before the expiration of the temporary stay entered by the District Court. On November 5, 2018, the Court of Appeals denied the Company’s motion for a stay pending appeal of the injunction issued by the District Court without addressing the merits of the Company’s appeal, and it confirmed the briefing schedule for the appeal. The Company intends to continue pursuing its appeal of the injunction and the attorneys’ fee award. The Company expects additional expenses in the range of 1% to 2% of revenue for additional labor costs because, as drafted, the injunction contains language that could be read to cover some current support practices that are being litigated in the “Rimini II” lawsuit (described below) and that have not been found to be infringing. Briefing on our appeal to the Court of Appeals is expected to be completed in early 2019, and a hearing on the Company’s appeal will likely be scheduled in early July 2019. As long as the injunction is still in place, Oracle may file contempt proceedings against the Company at any time to attempt to enforce its interpretation of the injunction or if it has reason to believe the Company is not in compliance with express terms of the injunction. T he Company believes that it is in compliance with the terms of the injunction insofar as they are comprehensible and within the scope of the judgment in Rimini I. On February 27, 2019, Oracle filed a motion to reopen discovery and a motion to modify the protective order in Rimini II, in a purported effort to investigate whether the Company is complying with the injunction. Petition for Rehearing En Banc and Appeal to the United States Supreme Court In January 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 District Court set the interest rate using a date that precedes the filing of Oracle's complaint, which resulted in an additional judgment amount of approximately $20.2 million that was paid by the Company to Oracle in October 2016. Second, the Company asked the Court of Appeals to rehear the award of non-taxable expenses, arguing that this decision is in direct conflict with decisions in other federal circuit courts and decisions of the Supreme Court of the United States (the “Supreme Court”) and resulted in the Company paying approximately $12.8 million that it would not have had to pay in other court jurisdictions. The Court of Appeals denied the petition for rehearing en banc on March 2, 2018, and the mandate was issued on March 13, 2018. On May 31, 2018, the Company filed a petition for writ of certiorari in the Supreme Court appealing the decision of the Court of Appeals on the non-taxable expenses issue. On September 27, 2018, the Supreme Court granted the Company’s petition for a writ of certiorari . Briefing on the Company’s appeal was completed in early 2019, and a hearing on the appeal was held on January 14, 2019. On March 4, 2019, the U.S. Supreme Court issued a unanimous decision reversing earlier decisions by the lower courts and ruling that Oracle must return approximately $12.8 million in non-taxable expenses (plus interest) that the Company had previously paid to Oracle. See Note 15 for further information. 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 clients not addressed in Rimini I, 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. On March 7, 2017, Oracle filed a motion to strike the Company’s copyright misuse affirmative defense. 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 counterclaims. The Court granted the Company’s motion to dismiss Oracle's intentional interference with prospective economic advantage and unjust enrichment counterclaims. 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 June 5, 2018, the Court denied the Company’s motion for reconsideration of the Court’s November 7, 2017 Order. Fact discovery with respect to the above action substantially ended by March 2018, and expert discovery ended in September 2018. Briefing on the parties' motions for summary judgment was completed December 14, 2018, and the parties await the District Court's ruling on those motions. There is currently no trial date scheduled, and we do not expect a trial to occur in this matter earlier than 2021, but the trial could occur earlier or later than that. At this time, we do not have sufficient information regarding possible damages exposure for the counterclaims asserted by Oracle or possible recovery by us in connection with our 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, 2018 . 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. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies . Legal fees are expensed as incurred. 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 million and resulted in the termination of coverage under the insurance policies. Prior to execution of the Settlement Agreement, the insurance company reimbursed the Company an aggregate of $4.7 million of defense costs, and pursuant to the settlement agreed to make an additional payment to the Company of $19.3 million that was received in April 2017. In April 2017, the Company paid $0.6 million of settlement expenses, and the remaining $18.7 million of the settlement proceeds was used to make a mandatory $14.1 million principal payment, and a $4.6 million make-whole applicable premium payment due to the Lenders pursuant to the terms of the Credit Facility discussed in Note 5 . The Settlement Agreement was initially accounted for by recognizing a deferred insurance settlement liability for $19.3 million . This deferred insurance settlement liability was reduced as legal defense costs related to Rimini II were incurred subsequent to March 31, 2017. Accordingly, legal defense costs of $11.3 million incurred for the year ended December 31, 2017 , resulted in a reduction of the deferred insurance settlement liability to $8.0 million as of December 31, 2017 . There was no remaining liability as of December 31, 2018. Governmental Inquiry On March 2, 2018 , the Company received a federal grand jury subpoena, issued from the United States District Court for the Northern District of California, requesting the Company produce certain documents relating to the Company’s support for certain software systems and certain related operational practices. The Company is cooperating with this inquiry. Liquidated Damages 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 $30.4 million and $19.6 million as of December 31, 2018 and 2017 , respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS 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 million was assumed by the Company. As discussed more thoroughly in Note 5 , the loan was amended twice in 2018 whereby the maturity date changed to June 28, 2019 . In addition, the parties agreed that the loan would retroactively bear interest at 13.0% per annum from July 19, 2018 through the maturity date. The second amendment also provides for monthly principal payments of approximately $0.4 million plus accrued interest. Certain affiliates of GP Sponsor are members of the Company’s Board of Directors. An affiliate of ASP is a member of the Company’s Board of Directors. As discussed in Note 7 , as of December 31, 2018 , ASP owned approximately 36.9% of the Company’s issued and outstanding shares of Common Stock. In October 2016, ASP subscribed for shares of RSI Series C Preferred Stock in exchange for a cash contribution of $10.0 million . In July 2018, ASP acquired 19,209 shares of Series A Preferred Stock and approximately 0.4 million shares of Common Stock issued in the Private Placement discussed in Note 6 for total consideration of approximately $19.2 million . As of December 31, 2018 , ASP had voting control of approximately 32.7% of the Company’s issued and outstanding shares of Common Stock, including voting rights associated with the 19,324 shares of Series A Preferred Stock. Prior to termination on July 19, 2018 of the amended Credit Facility discussed in Note 5 , ASP owned a $10.0 million indirect interest in the amended Credit Facility. Additionally, ASP provided a guarantee in exchange for the Guarantee Warrants discussed in Note 8 . For the years ended December 31, 2018 , 2017 and 2016 , the Company recognized revenue for software support services provided to certain ASP investees for an aggregate of $1.9 million , $2.2 million and $1.1 million , respectively. Accounts receivable includes $1.2 million and $2.6 million due from ASP investees for software support services as of December 31, 2018 and 2017, respectively. For the year ended December 31, 2016 , the Company paid $28,000 to The Living Pages, Inc. for the provision of certain consulting, advertising and marketing services, where the Company’s Chief Executive Officer is a member of the board of directors and minority shareholder. No amounts were incurred for the years ended December 31, 2018 and 2017 . |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | LOSS PER SHARE For the years ended December 31, 2018 , 2017 and 2016 , basic and diluted net loss per share of Common Stock was computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the year. For the years ended December 31, 2018 , 2017 and 2016 , basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share amounts): 2018 2017 2016 Loss attributable to common stockholders: Net loss $ (67,965 ) $ (53,297 ) $ (12,937 ) Dividends and accretion related to Series A Preferred Stock: Cash dividends declared (6,366 ) — — PIK dividends declared (1,902 ) — — Accretion of discount (2,373 ) — — Deemed dividend for RSI Preferred Stock — — (10,000 ) Loss attributable to common stockholders $ (78,606 ) $ (53,297 ) $ (22,937 ) Weighted average number of shares of Common Stock outstanding (basic and diluted) 61,384 32,229 24,262 Net loss per share attributable to Common Stock (basic and diluted) $ (1.28 ) $ (1.65 ) $ (0.95 ) The holders of Series A Preferred Stock are entitled to participate in Common Stock dividends, if and when declared, on a one -to-one per-share basis. For the years ended December 31, 2018 , 2017 and 2016 , the Company incurred a net loss and, accordingly, there were no undistributed earnings to allocate under the two-class method. As of December 31, 2018 , 2017 and 2016 , 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): 2018 2017 2016 Warrants 18,128 18,128 3,461 Series A Preferred Stock 14,085 — — Stock options 11,904 12,130 12,863 Restricted stock units 199 — — RSI Preferred Stock — — 24,058 Total 44,316 30,258 40,382 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments and Significant Concentrations | 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 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other 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 3—Unobservable 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 As discussed in Note 6, the fair value of the Series A Preferred Stock issued in July 19, 2018 was determined to be $126.8 million on the Closing Date which was the basis for allocation of the net proceeds. The fair value was determined by utilizing a combination of a discounted cash flow methodology related to funds generated by the Series A Preferred Stock, along with the BSM option-pricing model in relation to the conversion feature. Key assumptions applied for the discounted cash flow and BSM analysis included (i) three different scenarios whereby the Series A Preferred Stock would remain outstanding between four and five years along with a probability weighting assigned to each scenario, (ii) an implied yield of the Series A Preferred Stock of 20.5% calibrated to the transaction value, (iii) a risk-free interest rate of 2.8% , and (iv) historical volatility of 30% . For the years ended December 31, 2018 and 2017 , the Company’s redeemable warrant liability and embedded derivative liability were the only liabilities that were carried at fair value on a recurring basis and were 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. As discussed in Note 5 , all embedded derivative liabilities were eliminated on July 19, 2018 upon termination of the Credit Facility. 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 years ended December 31, 2018 and 2017 , the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. As of December 31, 2018 , the Company does not have any assets or liabilities that are carried at fair value on a recurring basis. 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 and the related party note payable to GP Sponsor both approximate fair value as of the respective balance sheet dates. Significant Concentrations The Company attributes revenues to geographic regions based on the location of its customers’ contracting entity. The following shows revenues by geographic region for the years ended December 31, 2018 , 2017 and 2016 (in thousands): 2018 2017 2016 United States of America $ 163,219 $ 144,019 $ 110,746 International 89,571 68,614 49,429 Total revenue $ 252,790 $ 212,633 $ 160,175 No customers represented more than 10% of revenue for the years ended December 31, 2018 , 2017 and 2016 . As of December 31, 2018 and 2017 , no customers represented 10% or more of total net accounts receivable. The Company tracks its assets by physical location. As of December 31, 2018 and 2017 , the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $1.1 million and $1.2 million , respectively. 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, 2018 and 2017 , the Company had cash and restricted cash with a single financial institution for an aggregate of $19.9 million and $31.0 million , respectively. The Company also had $1.3 million and $2.1 million of cash and restricted cash with a second financial institution as of December 31, 2018 and 2017 , respectively. The Company has never experienced any losses related to these balances. 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, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Financial Data | UNAUDITED QUARTERLY FINANCIAL DATA The Company’s unaudited quarterly financial information for the two-year period ended December 31, 2018 is as follows (in thousands, except per share amounts): 2018 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenue $ 59,805 $ 62,649 $ 62,629 $ 67,707 $ 49,070 $ 52,048 $ 53,611 $ 57,904 Cost of revenue 23,541 26,084 22,220 24,136 18,356 19,537 20,109 24,896 Gross profit 36,264 36,565 40,409 43,571 30,714 32,511 33,502 33,008 Operating expenses: Sales and marketing 20,207 23,097 22,312 27,599 14,696 15,801 17,188 19,074 General and administrative 10,805 10,324 8,585 7,268 9,276 8,928 8,580 9,360 Litigation costs, net of recoveries (19,969 ) 9,113 6,990 5,124 3,945 301 365 249 Total operating expenses 11,043 42,534 37,887 39,991 27,917 25,030 26,133 28,683 Operating income (loss) 25,221 (5,969 ) 2,522 3,580 2,797 7,481 7,369 4,325 Interest expense (13,409 ) (9,323 ) (9,499 ) (299 ) (9,936 ) (14,541 ) (9,152 ) (9,728 ) Other debt financing expenses (8,617 ) (1,339 ) (48,375 ) — (1,282 ) (10,859 ) (2,563 ) (3,657 ) Gain (loss) on change in fair value of redeemable warrants — — — — (602 ) (7,648 ) (5,817 ) (2,285 ) Gain (loss) on change in fair value of embedded derivatives 500 (6,700 ) 7,800 — (5,100 ) (700 ) 1,400 8,200 Other income (expense), net 328 (1,568 ) (306 ) (520 ) 89 225 108 (102 ) Income (loss) before income taxes 4,023 (24,899 ) (47,858 ) 2,761 (14,034 ) (26,042 ) (8,655 ) (3,247 ) Income tax expense (516 ) (547 ) (510 ) (419 ) (441 ) 183 (385 ) (676 ) Net income (loss) $ 3,507 $ (25,446 ) $ (48,368 ) $ 2,342 $ (14,475 ) $ (25,859 ) $ (9,040 ) $ (3,923 ) Net loss attributable to common stockholders (1) $ 3,507 $ (25,446 ) $ (53,070 ) $ (3,597 ) $ (14,475 ) $ (25,859 ) $ (9,040 ) $ (3,923 ) Earnings (loss) per share attributable to common stockholders: Basic (2) (3) $ 0.06 $ (0.43 ) $ (0.85 ) $ (0.06 ) $ (0.59 ) $ (1.05 ) $ (0.37 ) $ (0.07 ) Diluted (2) (3) $ 0.05 $ (0.43 ) $ (0.85 ) $ (0.06 ) $ (0.59 ) $ (1.05 ) $ (0.37 ) $ (0.07 ) Weighted average number of common shares outstanding: Basic (2) 59,393 59,800 62,590 63,817 24,353 24,561 24,727 55,021 Diluted (2) 68,154 59,800 62,590 63,817 24,353 24,561 24,727 55,021 __________________ (1) Beginning in the third quarter of 2018, amount consists of net loss less dividends and accretion of discount related to Series A Preferred Stock discussed in Note 6 . (2) For each quarter in 2017, weighted average number of shares has been retroactively restated to give effect to the reverse recapitalization discussed in Note 1 . (3) Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Supreme Court Decision On March 4, 2019, the U.S. Supreme Court issued a unanimous decision reversing earlier decisions by the lower courts and ruling that Oracle must return approximately $12.8 million in non-taxable expenses (plus interest) that the Company had previously paid to Oracle. Any award received by the Company is required to be shared with an insurance company on a pro rata basis, whereby the insurance company will be entitled to 60% of the award after deducting the costs of all our appeal and remand proceedings. We do not expect to receive the award until sometime in our 2 nd quarter of fiscal 2019. We currently estimate that we will recognize a gain, ranging from approximately $8.0 million to $10.0 million (net of amounts due to an insurance company) when the award is collected. Additional Private Placement On March 7, 2019, the Company entered into a securities purchase agreement (the “2019 SPA”) with an accredited investor for a private placement of (i) 6,500 shares of Series A Preferred Stock, (ii) 219,483 shares of Common Stock, and (iii) Convertible Notes with no principal balance outstanding. The shares of Series A Preferred Stock were authorized pursuant to the CoD and are subject to the provisions set forth in the amended Security Agreement, the Convertible Note and a registration rights agreement that is substantially similar in all material respects to the Registration Rights Agreement, all as described in Note 6. The aggregate purchase price was $6.5 million in cash (after a 5.0% discount or $0.3 million ). The estimated net proceeds of approximately $5.5 million (after estimated transaction costs payable by the Company of approximately $0.7 million ) will be allocated between the Series A Preferred Stock and the Common Stock based on their relative fair values at issuance. The Company plans to use the net proceeds after transaction costs for growth capital, including to fund sales and marketing expenses. For future calculations of earnings applicable to common stockholders, the aggregate discount applicable to the Series A Preferred Stock will be accreted using the effective interest method from the issuance date through July 19, 2023 when the holders of all outstanding shares of Series A Preferred Stock may first elect to redeem their shares for cash. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation | 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. |
Emerging Growth Company | 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 | 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, stockholders’ deficit and cash flows. |
Use of Estimates | 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, the allowance for doubtful accounts receivable, valuation assumptions for stock options, embedded derivatives and warrants, deferred income taxes and the related valuation allowances, accretion of discounts on debt and Series A Preferred Stock, 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 | 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. |
Segments | 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, Cash Equivalents and Restricted Cash | 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. Until the Credit Facility discussed in Note 5 was terminated on July 19, 2018 , payments received from customers were deposited in cash accounts controlled by an agent of the lenders. Restricted cash also includes demand deposits that are pledged as collateral for corporate credit card debts. |
Allowance for Doubtful Accounts | 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. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization 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 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 and amortization commences when assets are initially placed into service for their intended use. |
Deferred Offering Costs | Deferred Offering Costs Financial advisory fees, 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. |
Impairment of Long-lived Assets | 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 | 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. Debt discounts and issuance costs are collectively referred to as DDIC. |
Embedded Derivatives | 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. |
Accounting for Series A Preferred Stock | Accounting for Series A Preferred Stock Series A Preferred Stock is classified as mezzanine equity in the Company’s consolidated balance sheet since the holders have redemption rights beginning in July 2023 (and earlier under certain circumstances). Discounts and incremental and direct costs incurred to consummate the Private Placement were allocated pro rata between the Series A Preferred Stock and the Common Stock issued based on the relative fair value on the Closing Date. The discount related to Series A Preferred Stock is being accreted using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock is being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until the first redemption date of July 19, 2023 , when the carrying value will be equal to the aggregate liquidation preference. The Company records a liability for dividends in the period incurred. Accrued dividends are a component of the liquidation preference until paid in cash or settled in additional shares of Series A Preferred Stock. Accretion and accrued dividends are treated as deductions in the calculation of earnings attributable to common stockholders. |
Beneficial Conversion Features | 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. |
Revenue Recognition | 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 . Pricing for support services is generally established on a per-customer basis as set forth in the arrangements. The non-cancellable terms of the Company’s support services arrangements generally range from one to three years and in most cases, include an extended initial support service period of generally three to six months. This results in a discounted fee for the initial support service period. For such arrangements, revenue is limited to the amount that is not contingent upon the future delivery of support services whereby each annual billing period is recognized on a straight-line basis over the respective annual support service period. For arrangements not subject to this contingent revenue limitation, the total arrangement fee is recognized as revenue on a straight-line basis over the non-cancellable term. 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 , to these deliverables. Accordingly, all revenue from the software license is recognized over the term of the support services. Revenues generally include any taxes withheld by foreign customers and subsequently remitted to governmental authorities in those foreign jurisdictions. Foreign withholding taxes included in revenues amounted to $0.8 million , $0.4 million and $0.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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. |
Sales Commissions and Related Costs | Sales Commissions and Related Costs Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. These costs are charged to expense as incurred. |
Advertising | Advertising Advertising costs are charged to sales and marketing expense in the period incurred. |
Legal Costs and Deferred Settlement Proceeds | 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 were accounted for as a deferred liability that was reduced as legal expenses related to the litigation were incurred. |
Loss Contingencies | Loss 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. |
Stock-Based Compensation and Warrant Expense | 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. |
Income Taxes | 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 | Foreign Currency 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. |
Loss Per Common Share | 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. The holders of Series A Preferred Stock are entitled to participate in Common Stock dividends, if and when declared, on a one -to-one per-share basis. Accordingly, in periods in which the Company has net income, earnings per share will be computed using the two-class method whereby the pro rata dividends distributable to the holders of Series A Preferred Stock will be deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following accounting standards are not yet effective and 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 , which supersedes nearly all existing revenue recognition standards under U.S. GAAP. The new standard provides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires expanded qualitative and quantitative disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard allows for two transition methods: (i) a full retrospective method applied to each prior reporting period presented, or (ii) a modified retrospective method applied with the cumulative effect of adoption recognized on adoption date. The Company currently intends to adopt this standard using the full retrospective method. Due to the Company’s emerging growth status and certain elections made, the new standard is effective for the Company in fiscal year 2019. As an emerging growth company for interim reporting purposes, we can elect to initially apply the standard either in the year of adoption or in the subsequent year. The Company has elected to adopt the standard for interim reporting purposes beginning in the first quarter of fiscal 2020. As a result of this election, fiscal year 2019 interim periods will continue to be reported under legacy GAAP while full year 2019 will be reported under the new standard. We have made significant progress in our analysis of how the standard will impact our revenue, but we have not completed our evaluation and therefore the full impact upon adoption of this standard is not known and cannot be reasonably estimated. Based on our preliminary evaluation to date, we believe that the primary change will be the accelerated timing of revenue recognition for certain contracts due to the removal of the current limitation associated with revenue contingent upon the future delivery of support services. In addition, we expect to capitalize approximately $18.5 million as of January 1, 2017 for costs incurred to obtain new client contracts, which is primarily comprised of sales commissions. Such costs, which are expensed as incurred under the current standard, will be capitalized and amortized over their estimated useful lives of 3 years under the new standard. We will complete our evaluation during fiscal 2019. In February 2016, the FASB issued ASU No. 2016-02, Leases , which requires organizations that lease assets (“lessees”) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. Under the new standard, both finance and operating leases will be required to be recognized on the balance sheet. Additional quantitative and qualitative disclosures, including significant judgments made by management, will also be required. The standard will be effective for the Company beginning in the first quarter of fiscal 2020, assuming the Company still qualifies as an emerging growth company. Early adoption is permitted, and the new standard was required to be adopted retrospectively to each prior reporting period presented upon initial adoption. However, in July 2018 the FASB issued ASU No. 2018-11 Targeted Improvements , which provides lessees the option to apply the new leasing standard to all open leases as of the adoption date by recognizing a cumulative-effect adjustment to accumulated deficit in the period of adoption without restating prior periods. The Company is still evaluating which transition approach will be implemented upon adoption of ASU No. 2016-02. In May 2017, the FASB issued ASU No. 2017-9, Compensation—Stock Compensation: Scope of Modification Accounting , which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This standard does not change the accounting for modifications of share-based payment awards but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. This standard will be effective for the Company in the first quarter of fiscal 2019. In August 2018, the SEC adopted a final rule that extends the current annual requirement to disclose changes in stockholders’ equity to interim periods and will also require interim disclosure of dividends per share for each class of shares (including the Company’s Series A Preferred Stock). These disclosure provisions become effective beginning in the first quarter of 2019, whereby the Company will be required to disclose changes in stockholders’ deficit for the current and comparative fiscal quarters as well as the current and comparative year-to-date periods presented in future interim condensed consolidated financial statements. The Company will provide the expanded disclosures beginning in the first quarter of 2019. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant And Equipment Useful Life | Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization 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 _2
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Detailed Information Regarding Consummation Of Mergers | In accounting for the reverse recapitalization, the net cash proceeds amounted to $42.4 million and resulted in the issuance of 9.3 million shares of Common Stock, as shown in the table below (dollars in thousands, expect per share amounts): Total Shares Available 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 | In connection with the Mergers, an outstanding loan payable to GP Sponsor with an original face amount of approximately $3.0 million and an imputed value of $2.0 million as discussed in Note 5 , was assumed by the Company. Additionally, $1.5 million of GPIA’s deferred underwriting liability was settled through the issuance of 150,937 shares of RMNI Common Stock valued at $10.00 per share. Accordingly, the net equity infusion amounted to $38.9 million , as shown in the table below (in thousands): 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 | 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 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 (Ta
OTHER FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restrictions on Cash and Cash Equivalents | For purposes of the consolidated statements of cash flows, as of December 31, 2018 , 2017 and 2016 cash, cash equivalents and restricted cash are as follows (in thousands): 2018 2017 2016 Cash and cash equivalents $ 24,771 $ 21,950 $ 9,385 Restricted cash: Control accounts under Credit Facility — 17,644 18,263 Corporate credit card debts and other 435 433 589 Total restricted cash 435 18,077 18,852 Total cash, cash equivalents and restricted cash $ 25,206 $ 40,027 $ 28,237 |
Allowance for Credit Losses on Financing Receivables | Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2018 , 2017 and 2016 (in thousands): 2018 2017 2016 Allowance, beginning of year $ 51 $ 36 $ 115 Provisions 491 45 57 Write offs, net of recoveries (53 ) (30 ) (136 ) Allowance, end of year $ 489 $ 51 $ 36 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | As of December 31, 2018 and 2017 , prepaid expenses and other current assets consisted of the following (in thousands): 2018 2017 Prepaid expenses and deposits $ 3,450 $ 5,030 Foreign tax refunds receivable 1,048 1,292 Prepaid loan agent and service fees — 216 Other 2,601 2,022 Total $ 7,099 $ 8,560 |
Property, Plant and Equipment | As of December 31, 2018 and 2017 , property and equipment consisted of the following (in thousands): 2018 2017 Computer equipment $ 7,853 $ 6,966 Furniture and fixtures 2,632 2,654 Capitalized software costs 517 433 Leasehold improvements 1,142 1,090 Construction-in-progress 33 59 Total property and equipment 12,177 11,202 Less accumulated depreciation (8,543 ) (6,947 ) Property and equipment, net $ 3,634 $ 4,255 |
Schedule of Accrued Liabilities | As of December 31, 2018 and 2017 , other accrued liabilities consist of the following (in thousands): 2018 2017 Accrued sales and other taxes $ 5,687 $ 11,266 Accrued professional fees 7,035 8,407 Accrued dividends on Redeemable Series A Preferred Stock 3,521 — Current maturities of capital lease obligations 387 533 Income taxes payable 767 485 Appeal proceeds payable to insurance company 449 — Deferred insurance settlement — 8,033 Liability for embedded derivatives — 1,600 Other accrued expenses 2,578 2,229 Total other accrued liabilities $ 20,424 $ 32,553 |
Schedule of Litigation Costs | For the years ended December 31, 2018 , 2017 and 2016 , litigation costs and related recoveries, net consists of the following (in thousands): 2018 2017 2016 Professional fees and other defense costs of litigation $ 30,126 $ 17,171 $ 21,379 Litigation appeal refund (21,285 ) — — Insurance recoveries and reduction in deferred settlement liability, net (7,583 ) (12,311 ) (54,248 ) Pre-judgment interest on litigation judgment — — 2,920 Litigation costs and related recoveries, net $ 1,258 $ 4,860 $ (29,949 ) |
Schedule of Other Nonoperating Expense, by Component | For the years ended December 31, 2018 , 2017 and 2016 , other income (expense), net consists of the following (in thousands): 2018 2017 2016 Interest income: Post-judgment interest on litigation appeal award $ 199 $ — $ — Other 54 198 27 Write-off of deferred debt financing costs (704 ) — — Foreign currency transaction gain (loss) (1,320 ) 191 (1,724 ) Other expenses (295 ) (69 ) (89 ) Total other income (expense), net $ (2,066 ) $ 320 $ (1,786 ) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2018 and 2017 , debt consists of the following (in thousands): 2018 2017 Credit Facility, net of DDIC $ — $ 80,054 Note payable to GPIA Sponsor, net of DDIC 2,372 2,059 Total 2,372 82,113 Less current maturities 2,372 15,500 Long-term debt, net of current maturities $ — $ 66,613 |
Schedule of Line of Credit Facilities | The aggregate cash payments to terminate the Credit Facility amounted to $132.8 million and consisted of the following (in thousands): Contractual principal and exit fees: Principal balance $ 102,576 Mandatory trigger event exit fees 13,624 Mandatory consulting 2,000 Subtotal 118,200 Make-whole applicable premium 7,307 Amendment fees and related liabilities 6,250 Accrued interest and fees payable 1,073 Total cash termination payments $ 132,830 |
Summary of Debt Activities During the Year | Presented below is a summary of activity related to DDIC allocated to the unfunded debt for the years ended December 31, 2018 and 2017 (in thousands): December 31, 2016 Additions Amortization December 31, 2017 Amortization DDIC Write-off December 31, 2018 Origination fee $ 875 $ — $ — $ 875 $ — $ (875 ) $ — Amendment fee 1,400 700 — 2,100 — (2,100 ) — Fair value of warrants 1,239 — — 1,239 — (1,239 ) — Consulting fees to lenders 280 — — 280 — (280 ) — Other issuance costs 589 60 — 649 — (649 ) — Total deferred debt issuance costs 4,383 760 — 5,143 — (5,143 ) — Cumulative amortization, net (433 ) — (1,190 ) (1,623 ) (756 ) 2,379 — Deferred debt issuance costs, net $ 3,950 $ 760 $ (1,190 ) $ 3,520 $ (756 ) $ (2,764 ) $ — Funded Credit Facility Activity for 2018. Presented below is a summary of activity related to the funded debt, including allocated DIC, for the year ended December 31, 2018 (in thousands): Contractual Liability Payments DDIC Write-off December 31, 2017 PIK Accrual Liability Adjustments Scheduled Prepayments Pay-off Accretion Expense Prepayments Pay-off December 31, 2018 Contractual liabilities: Principal balance $ 125,872 $ 1,886 $ — $ (7,250 ) $ (17,932 ) $ (102,576 ) $ — $ — $ — $ — Mandatory trigger event exit fees 9,672 — 3,952 — — (13,624 ) — — — — Mandatory consulting fees 4,000 — — (2,000 ) — (2,000 ) — — — — Total contractual liabilities 139,544 1,886 3,952 (9,250 ) (17,932 ) (118,200 ) — — — — DDIC: Original issue discount 1,816 — — — — — — (234 ) (1,582 ) — Origination fee 4,538 — — — — — — (586 ) (3,952 ) — Amendment fee 11,521 — — — — — — (1,487 ) (10,034 ) — Fair value of warrants 6,424 — — — — — — (829 ) (5,595 ) — Consulting fees to lenders 6,519 — — — — — — (841 ) (5,678 ) — Mandatory trigger event exit fees 55,200 — 3,952 — — — — (7,314 ) (51,838 ) — Other issuance costs 3,600 — — — — — — (465 ) (3,135 ) — Total DDIC 89,618 — 3,952 — — — — (11,756 ) (81,814 ) — Cumulative accretion (30,128 ) — — — — — (11,670 ) 4,587 37,211 — Net discount 59,490 — 3,952 — — — (11,670 ) (7,169 ) (44,603 ) — Net carrying value $ 80,054 $ 1,886 $ — $ (9,250 ) $ (17,932 ) $ (118,200 ) $ 11,670 $ 7,169 $ 44,603 $ — Funded Credit Facility Activity for 2017. Presented below is a summary of activity related to the funded debt, including allocated DDIC, for the year ended December 31, 2017 (in thousands): December 31, 2016 PIK Accrual Liability Adjustments Contractual Liability Payments Amendment Costs Accretion Expense DDIC December 31, 2017 Scheduled Prepayments Transfers (1) Write-off 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 liabilities 169,158 2,966 9,414 (15,500 ) (26,494 ) — — — — 139,544 DDIC: Original issue discount 2,150 — — — — — — — (334 ) 1,816 Origination fee 5,375 — — — — — — — (837 ) 4,538 Amendment fee 8,600 — — — — — 4,300 — (1,379 ) 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 — — — — — 385 — (608 ) 3,600 Total DDIC 90,534 — 9,414 — — — 4,685 — (15,015 ) 89,618 Cumulative accretion (9,440 ) — — — — — — (23,632 ) 2,944 (30,128 ) Net discount 81,094 — 9,414 — — — 4,685 (23,632 ) (12,071 ) 59,490 Net carrying value $ 88,064 $ 2,966 $ — $ (15,500 ) $ (26,494 ) $ — $ (4,685 ) $ 23,632 $ 12,071 $ 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. |
Schedule of Interest Expense | The components of interest expense for the years ended December 31, 2018 , 2017 and 2016 are presented below (in thousands): 2018 2017 2016 Credit Facility: Interest expense at 12.0% $ 7,513 $ 11,954 $ 3,597 PIK interest at 3.0% 1,886 2,966 900 Accretion expense for funded debt 11,670 23,632 8,371 Make-whole applicable premium: Credit Facility prepayments 3,103 4,607 — Payoff of funded Credit Facility 7,307 — — Accretion expense for GP Sponsor note payable 905 68 — Interest on other borrowings 146 130 488 Total interest expense $ 32,530 $ 43,357 $ 13,356 |
Schedule of Debt Related Fee | The components of other debt financing expenses for the years ended December 31, 2018 , 2017 and 2016 are presented below (in thousands): 2018 2017 2016 Write-off of DDIC: Credit Facility prepayments $ 7,169 $ 12,071 $ — Payoff of funded Credit Facility 44,603 — — Termination of unfunded Credit Facility 2,764 — — Collateral monitoring fees 1,556 2,505 538 Penalty under Credit Facility for delay in closing of Mergers — 1,250 — Amortization of debt issuance costs related to unfunded debt 756 1,190 1,502 Unused line fees 481 893 4,095 Amortization of prepaid agent fees and other 1,002 452 237 Total debt financing expenses $ 58,331 $ 18,361 $ 6,372 |
REDEEMABLE SERIES A PREFERRED_2
REDEEMABLE SERIES A PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Allocation Of Private Placement Proceeds | The allocation of the net proceeds as of the Closing Date, along with changes in the net carrying value of the Series A Preferred Stock through December 31, 2018 are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on Closing Date: Series A Preferred Stock 140,000 $ 126,763 (1) $ — $ — $ 126,763 Common Stock — — 20,131 (2) — 20,131 Convertible Notes — — — — — Total 140,000 $ 126,763 $ 20,131 $ — $ 146,894 Pro rata allocation of fair value on Closing Date: Aggregate cash proceeds on Closing Date 140,000 $ 114,773 (3) $ 18,227 (3) $ — $ 133,000 Incremental and direct costs — (3,994 ) (4) (634 ) (4) — (4,628 ) Net carrying value on Closing Date 140,000 110,779 $ 17,593 $ — $ 128,372 Accretion of discount through December 31, 2018 — 2,373 (5) Issuance of shares to settle PIK Dividends 846 846 (6) Net carrying value as of December 31, 2018 140,846 $ 113,998 _________________ (1) The liquidation preference for each share of Series A Preferred Stock on the Closing (2) Date was $1,000 per share for an aggregate liquidation preference of $140.0 million . The fair value of the Series A Preferred Stock was approximately $126.8 million on the Closing Date which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. (3) The fair value of the issuance of approximately 2.9 million shares of the Common Stock was based on the last closing price of $6.95 per share prior to closing. (4) The aggregate cash proceeds of $133.0 million on the Closing Date were allocated pro rata based on the fair value of all consideration issued of $146.9 million . (5) Incremental and direct costs of the Private Placement were allocated pro rata based on the fair value of all consideration issued of $146.9 million . Such costs include financial advisory and professional fees of $2.7 million that were incurred by the Company, and due diligence and professional fees incurred by the investors of $1.9 million . Of the total incremental and direct costs of $4.6 million , $2.7 million was paid from the net proceeds at closing and $1.9 million was paid directly by the Company. (5) The difference between the initial liquidation preference of $140.0 million and the initial carrying value shown above of $110.8 million on the Closing Date represents a discount of $29.2 million that is being accreted at a rate of 4.8% per annum using the effective interest method. As shown in Note 12 , accretion is treated as a deduction in the calculation of earnings applicable to common stockholders. Accretion was $2.4 million for the period from July 19, 2018 through December 31, 2018 , which resulted in an increase in the carrying value of the Series A Preferred Stock and a corresponding reduction in additional paid-in capital. As a result of these periodic accretion adjustments, the carrying value of $110.8 million related to the original issuance of 140,000 shares of Series A Preferred Stock will continue to increase until it is equal to the $140.0 million liquidation preference applicable to such shares on July 19, 2023 when the holders may first elect to redeem their shares for cash. (6) A total of 846 shares of Series A Preferred Stock were issued on October 1, 2018 to settle accrued PIK Dividends for the third quarter of 2018. These shares had an initial liquidation preference of $1,000 per share for a total of $0.8 million . |
Summary of Dividends Declared | Presented below is a summary of total and per share dividends declared through December 31, 2018 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Dividends Cash PIK Per Share Cash Dividends at 10.0% per annum: Third quarter of 2018 $ 2,839 $ — $ 2,839 $ 20.28 Fourth quarter of 2018 3,521 — 3,521 25.00 PIK Dividends at 3.0% per annum: Third quarter of 2018 — 846 846 6.04 Fourth quarter of 2018 — 1,056 1,056 7.50 Fractional shares payable in cash 6 — 6 0.04 Total dividends accrued in 2018 6,366 1,902 8,268 58.86 Less dividends paid in 2018 (2,845 ) (846 ) (3,691 ) (26.36 ) Liability for unpaid dividends, December 31, 2018 $ 3,521 $ 1,056 $ 4,577 $ 32.50 |
CAPITAL STRUCTURE (Tables)
CAPITAL STRUCTURE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Preferred Stock By Class And Conversion To Common Stock | 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 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 in Mergers Number of Shares (1) Carrying Value (2) Liquidation Preference (3) Number of Shares (4) Common Stock Additional Paid-in Capital Series 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) 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 respective liquidation preference for each series of RSI Preferred Stock. (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-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |
Summary of Option Activity | The following table sets forth the summary of stock option activity under the Company’s Stock Plans for the years ended December 31, 2018 , 2017 and 2016 , as restated to give effect for the reverse recapitalization discussed in Note 1 (shares in thousands): 2018 2017 2016 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 12,130 $ 2.95 12,863 $ 1.94 12,639 $ 1.84 Granted 1,870 7.87 1,877 7.63 571 5.79 Forfeited (69 ) 7.96 (298 ) 6.93 (225 ) 5.63 Expired (45 ) 5.96 (1,093 ) 0.55 (87 ) 3.63 Exercised (1,982 ) 1.03 (1,219 ) 0.71 (35 ) 1.41 Outstanding, end of year (3)(4) 11,904 4.00 5.1 12,130 2.95 4.9 12,863 1.94 4.6 Vested, end of year (3) 9,211 2.91 3.9 10,033 2.09 4.0 11,369 1.51 4.1 ____________________ (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, 2018 , 2017 and 2016 , the aggregate intrinsic value of stock options outstanding was $23.0 million , $60.4 million , and $28.7 million , respectively. As of December 31, 2018 , 2017 and 2016 , the aggregate intrinsic value of vested stock options was $23.0 million , $58.4 million and $28.7 million , respectively. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.3 million shares as of December 31, 2018 . The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2018 , 2017 and 2016 (in thousands): 2018 2017 2016 Available, beginning of year 2,413 2,899 1,652 Stock options granted (1,870 ) (1,877 ) (571 ) RSU's granted (199 ) — — Expired options under 2007 Plan 45 1,093 87 Forfeited options under Stock Plans 69 298 225 Newly authorized by Board of Directors 2,300 — 1,506 Available, end of year 2,758 2,413 2,899 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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, 2018 , 2017 and 2016 : 2018 2017 2016 Expected life (in years) 5.9 5.9 6.0 Volatility 31 % 33 % 37 % Dividend yield — % — % — % Risk-free interest rate 2.8 % 1.9 % 1.4 % |
Schedule of Stock-based Compensation Expense | The aggregate stock-based compensation expense for stock options and RSU's for the years ended December 31, 2018 , 2017 and 2016 is classified as follows (in thousands): 2018 2017 2016 Cost of revenues $ 885 $ 399 $ 286 Sales and marketing 1,865 1,411 764 General and administrative 1,644 1,153 1,247 Total $ 4,394 $ 2,963 $ 2,297 |
Schedule of Outstanding Warrants | 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, 2018 and 2017 (in thousands, except per share amounts): Issuance Date Expiration Date Exercise Price Number Description of Shares Origination Agent Warrant October 2017 June 2026 (1) $ 5.64 3,440 (2) GPIA Public Warrants May 2015 October 2022 11.50 8,625 (3) GP Sponsor Private Placement Warrants May 2015 October 2022 11.50 6,063 (4) Total 18,128 _____________________ (1) The expiration date for the Origination Agent Warrant is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. (2) The Origination Agent Warrant was issued upon consummation of the Mergers discussed in Note 3 and resulted in the elimination of the redemption features associated with two warrants issued in 2016 as discussed below under RSI Redeemable Warrants. (3) 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. (4) 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. |
Schedule of Redeemable Origination Agent Warrants | Presented below is a summary of the accounting treatment for the RSI Redeemable Warrants 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 Changes in Fair Value (1) Liability at December 31, 2016 Loss From Changes in Fair Value (1) Liability at October 10, 2017 RSI Redeemable Warrants Number of Shares Value at Issuance 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 RSI Redeemable Warrants were 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 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% . (2) As discussed in Note 5 , the original fair value of the Original Warrant to purchase approximately 2.7 million shares of the Company’s Common Stock was $8.8 million which was accounted for as DDIC in June 2016 . (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 RSI Redeemable Warrants was eliminated effective on October 10, 2017 . Accordingly, the fair value of the RSI Redeemable Warrants in the aggregate amount of $23.6 million was reclassified to additional paid-in capital immediately prior to consummation of the Mergers. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2018 , 2017 and 2016 , loss before income tax expense is as follows (in thousands): 2018 2017 2016 Domestic $ (72,235 ) $ (56,268 ) $ (14,644 ) International 6,262 4,290 3,239 $ (65,973 ) $ (51,978 ) $ (11,405 ) |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2018 , 2017 and 2016 , 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): 2018 2017 2016 Income tax benefit at statutory U.S. federal rate $ 13,854 $ 17,673 $ 3,877 Income tax benefit attributable to U.S. states, net (362 ) 1,469 380 Permanent differences: Non-deductible expenses (247 ) (284 ) (301 ) Stock-based compensation 918 (862 ) (299 ) Other (24 ) (215 ) (256 ) Global intangible low taxed income (1,027 ) — — Change in statutory federal tax rate — (31,826 ) — Transition tax — (1,503 ) — Foreign rate differential and foreign tax credits (511 ) 522 (211 ) Reclassification of warrant to equity and other 69 (8,828 ) 1,421 (Increase) decrease in valuation allowance (14,662 ) 22,535 (6,143 ) Total income tax expense $ (1,992 ) $ (1,319 ) $ (1,532 ) |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2018 , 2017 and 2016 , income tax benefit (expense) consisted of the following (in thousands): 2018 2017 2016 Current income tax expense: Federal $ — $ — $ — State (112 ) (140 ) (98 ) Foreign (2,115 ) (1,303 ) (1,954 ) Total current income tax expense (2,227 ) (1,443 ) (2,052 ) Deferred income tax benefit: Federal — — — State — — — Foreign 235 124 520 Total deferred income tax benefit 235 124 520 Total income tax expense $ (1,992 ) $ (1,319 ) $ (1,532 ) |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2018 and 2017 , the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): 2018 2017 Deferred income tax assets: Net operating loss carryforwards $ 45,639 $ 45,032 Deferred revenue 6,635 7,907 Accounts payable and accrued expenses 2,499 6,355 Debt financing interest and fees — 4,712 Stock-based compensation 1,539 1,286 Capital loss carryforwards 1,288 1,439 Tax credit carryforwards 423 571 Deferred rent and other 1,529 401 Embedded derivative liability — 425 Foreign deferred assets 1,357 1,263 Business interest carryforwards 22,946 — Gross deferred income tax assets 83,855 69,391 Valuation allowance for deferred income tax assets (82,905 ) (68,367 ) Net deferred income tax assets 950 1,024 Deferred income tax liabilities: Other (41 ) (305 ) Deferred tax assets, net $ 909 $ 719 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under the non-cancellable operating lease agreements are as follows (in thousands): Year ending December 31: 2019 $ 4,942 2020 4,058 2021 3,765 2022 2,936 2023 370 Thereafter 349 Total $ 16,420 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2018 , the future annual minimum lease payments under capital lease obligations are as follows (in thousands): Year ending December 31: 2019 $ 414 2020 155 2021 72 Total minimum lease payments 641 Less amounts representing interest 40 Present value of minimum lease payments 601 Less current portion, included in accrued expenses 387 Long term obligation, included in other long-term liabilities $ 214 |
Schedule of Capital Leased Assets | As of December 31, 2018 and 2017 , the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, are as follows (in thousands): 2018 2017 Leased computer equipment $ 3,109 $ 2,722 Less accumulated depreciation (2,346 ) (1,744 ) Net $ 763 $ 978 |
Dividends Declared | For the initial five-year period through July 19, 2023 that the Series A Preferred Stock is expected to be outstanding, estimated Cash Dividends and PIK Dividends required to be declared are as follows (in thousands): Year Ending December 31: Cash PIK Total 2019 $ 14,351 (1) $ 4,305 (1) $ 18,656 2020 14,787 (1) 4,436 (1) 19,223 2021 15,235 (1) 4,571 (1) 19,806 2022 15,698 (1) 4,709 (1) 20,407 2023 8,838 (1) 2,652 (1) 11,490 Total $ 68,909 $ 20,673 $ 89,582 ____________________ (1) Amounts shown assume there are no conversions to Common Stock or redemptions for the initial five-year period through July 19, 2023 . |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share of Common Stock for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share amounts): 2018 2017 2016 Loss attributable to common stockholders: Net loss $ (67,965 ) $ (53,297 ) $ (12,937 ) Dividends and accretion related to Series A Preferred Stock: Cash dividends declared (6,366 ) — — PIK dividends declared (1,902 ) — — Accretion of discount (2,373 ) — — Deemed dividend for RSI Preferred Stock — — (10,000 ) Loss attributable to common stockholders $ (78,606 ) $ (53,297 ) $ (22,937 ) Weighted average number of shares of Common Stock outstanding (basic and diluted) 61,384 32,229 24,262 Net loss per share attributable to Common Stock (basic and diluted) $ (1.28 ) $ (1.65 ) $ (0.95 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of December 31, 2018 , 2017 and 2016 , 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): 2018 2017 2016 Warrants 18,128 18,128 3,461 Series A Preferred Stock 14,085 — — Stock options 11,904 12,130 12,863 Restricted stock units 199 — — RSI Preferred Stock — — 24,058 Total 44,316 30,258 40,382 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Revenue from External Customers by Geographic Areas | The following shows revenues by geographic region for the years ended December 31, 2018 , 2017 and 2016 (in thousands): 2018 2017 2016 United States of America $ 163,219 $ 144,019 $ 110,746 International 89,571 68,614 49,429 Total revenue $ 252,790 $ 212,633 $ 160,175 |
UNAUDITED QUARTERLY FINANCIAL_2
UNAUDITED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The Company’s unaudited quarterly financial information for the two-year period ended December 31, 2018 is as follows (in thousands, except per share amounts): 2018 2017 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenue $ 59,805 $ 62,649 $ 62,629 $ 67,707 $ 49,070 $ 52,048 $ 53,611 $ 57,904 Cost of revenue 23,541 26,084 22,220 24,136 18,356 19,537 20,109 24,896 Gross profit 36,264 36,565 40,409 43,571 30,714 32,511 33,502 33,008 Operating expenses: Sales and marketing 20,207 23,097 22,312 27,599 14,696 15,801 17,188 19,074 General and administrative 10,805 10,324 8,585 7,268 9,276 8,928 8,580 9,360 Litigation costs, net of recoveries (19,969 ) 9,113 6,990 5,124 3,945 301 365 249 Total operating expenses 11,043 42,534 37,887 39,991 27,917 25,030 26,133 28,683 Operating income (loss) 25,221 (5,969 ) 2,522 3,580 2,797 7,481 7,369 4,325 Interest expense (13,409 ) (9,323 ) (9,499 ) (299 ) (9,936 ) (14,541 ) (9,152 ) (9,728 ) Other debt financing expenses (8,617 ) (1,339 ) (48,375 ) — (1,282 ) (10,859 ) (2,563 ) (3,657 ) Gain (loss) on change in fair value of redeemable warrants — — — — (602 ) (7,648 ) (5,817 ) (2,285 ) Gain (loss) on change in fair value of embedded derivatives 500 (6,700 ) 7,800 — (5,100 ) (700 ) 1,400 8,200 Other income (expense), net 328 (1,568 ) (306 ) (520 ) 89 225 108 (102 ) Income (loss) before income taxes 4,023 (24,899 ) (47,858 ) 2,761 (14,034 ) (26,042 ) (8,655 ) (3,247 ) Income tax expense (516 ) (547 ) (510 ) (419 ) (441 ) 183 (385 ) (676 ) Net income (loss) $ 3,507 $ (25,446 ) $ (48,368 ) $ 2,342 $ (14,475 ) $ (25,859 ) $ (9,040 ) $ (3,923 ) Net loss attributable to common stockholders (1) $ 3,507 $ (25,446 ) $ (53,070 ) $ (3,597 ) $ (14,475 ) $ (25,859 ) $ (9,040 ) $ (3,923 ) Earnings (loss) per share attributable to common stockholders: Basic (2) (3) $ 0.06 $ (0.43 ) $ (0.85 ) $ (0.06 ) $ (0.59 ) $ (1.05 ) $ (0.37 ) $ (0.07 ) Diluted (2) (3) $ 0.05 $ (0.43 ) $ (0.85 ) $ (0.06 ) $ (0.59 ) $ (1.05 ) $ (0.37 ) $ (0.07 ) Weighted average number of common shares outstanding: Basic (2) 59,393 59,800 62,590 63,817 24,353 24,561 24,727 55,021 Diluted (2) 68,154 59,800 62,590 63,817 24,353 24,561 24,727 55,021 __________________ (1) Beginning in the third quarter of 2018, amount consists of net loss less dividends and accretion of discount related to Series A Preferred Stock discussed in Note 6 . (2) For each quarter in 2017, weighted average number of shares has been retroactively restated to give effect to the reverse recapitalization discussed in Note 1 . (3) Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) | Oct. 10, 2017board_membershares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock and temporary equity, shares authorized | 100,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Shares issued (in shares) | 9,300,000 | ||
Ownership percentage | 83.00% | ||
Number of board members | board_member | 7 | ||
GP Investments Acquisition Corp | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Share exchange ratio | 0.2394 | ||
RSI | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Number Of Board Members | board_member | 9 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | Jul. 19, 2018 | Oct. 10, 2017 | Jul. 31, 2018 | Apr. 30, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 18, 2018 | Jan. 01, 2017 | Dec. 31, 2015 | |
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Working capital deficit | $ 125,600 | ||||||||||||||||||
Net loss | $ (2,342) | $ 48,368 | $ 25,446 | $ (3,507) | $ 3,923 | $ 9,040 | $ 25,859 | $ 14,475 | 67,965 | $ 53,297 | $ 12,937 | ||||||||
Cash, cash equivalents and restricted cash | 25,206 | 40,027 | 25,206 | 40,027 | 28,237 | $ 12,559 | |||||||||||||
Deferred revenue | $ 180,358 | 152,390 | 180,358 | 152,390 | |||||||||||||||
Cost of goods and services sold (as percentage of revenue) | 38.00% | ||||||||||||||||||
Repayments of lines of credit | $ 35,000 | $ 14,100 | $ 6,500 | ||||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | $ 133,000 | $ 133,000 | 0 | 0 | |||||||||||||||
Shares issued (in shares) | 2,897 | ||||||||||||||||||
Cash paid for credit facility transaction costs | $ 2,700 | ||||||||||||||||||
Dividends payable | $ 89,582 | $ 89,582 | |||||||||||||||||
Initial dividend period | 5 years | ||||||||||||||||||
Dividend rate (percentage) | 13.00% | ||||||||||||||||||
Capital lease payments due over next twelve months | $ 5,400 | 414 | 414 | ||||||||||||||||
Foreign withholding taxes | $ 800 | 400 | $ 500 | ||||||||||||||||
Common stock dividends, shares per share | 1 | ||||||||||||||||||
Funded Debt | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Repayments of lines of credit | $ 132,830 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Shares issued (in shares) | 2,896,556 | 2,897,000 | [1] | ||||||||||||||||
Minimum | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Dividends payable | $ 3,500 | ||||||||||||||||||
Support Service Arrangements, Non-Cancellable Term | 1 year | ||||||||||||||||||
Initial Support Service Period | 3 months | ||||||||||||||||||
Maximum | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Dividends payable | $ 4,000 | ||||||||||||||||||
Support Service Arrangements, Non-Cancellable Term | 3 years | ||||||||||||||||||
Initial Support Service Period | 6 months | ||||||||||||||||||
Cash Dividend | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Dividends payable | 68,909 | $ 68,909 | |||||||||||||||||
Dividend rate (percentage) | 10.00% | ||||||||||||||||||
Notes Payable | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Note payable to GPIA Sponsor, net of DDIC | 2,372 | $ 2,059 | 2,372 | $ 2,059 | |||||||||||||||
Series A Preferred Stock | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Preferred stock issued (shares) | 140,000 | ||||||||||||||||||
Shares issued (in shares) | 19,209 | ||||||||||||||||||
Dividends payable | 4,577 | 4,577 | |||||||||||||||||
Dividend rate (percentage) | 13.00% | ||||||||||||||||||
Series A Preferred Stock | Cash Dividend | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Dividends payable | $ 3,521 | $ 3,521 | |||||||||||||||||
Accounting Standards Update 2014-09 | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Capitalized Contract Cost, Amortization Period | 3 years | ||||||||||||||||||
Accounting Standards Update 2014-09 | Pro Forma | |||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||
Capitalized Contract Cost, Net | $ 18,500 | ||||||||||||||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 1 year |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 7 years |
Capitalized software costs | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 8 years |
MERGER AGREEMENT AND REVERSE _3
MERGER AGREEMENT AND REVERSE RECAPITALIZATION - Issuance of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 10, 2017 | Oct. 09, 2017 |
Business Combinations [Abstract] | ||
Balances, October 9, 2017 (in shares) | 20,009,776 | |
Less redemption of GPIA shares prior to the Mergers (in shares) | (14,286,064) | |
Balances before backstop equity financing (in shares) | 5,723,712 | |
GP Sponsor subscription for 3,600,000 shares at $10.00 per share (in shares) | 3,600,000 | 3,600,000 |
Balances prior to consummation of the Mergers (in shares) | 9,300,000 | 9,323,712 |
Balances, October 9, 2017 | $ 158,219 | |
Less redemption of GPIA shares prior to the Mergers | $ (143,900) | (143,904) |
Balances before backstop equity financing | 14,315 | |
GP Sponsor subscription for 3,600,000 shares at $10.00 per share | 36,000 | 36,000 |
Balances prior to consummation of the Mergers | $ 50,300 | $ 50,315 |
Sales of stock, price per share (in usd per share) | $ 10 |
MERGER AGREEMENT AND REVERSE _4
MERGER AGREEMENT AND REVERSE RECAPITALIZATION - Net Equity Infusion (Details) - USD ($) $ in Thousands | Oct. 09, 2017 | Oct. 10, 2017 |
Business Combinations [Abstract] | ||
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 _5
MERGER AGREEMENT AND REVERSE RECAPITALIZATION - Capitalization Adjustments (Details) - shares | Oct. 10, 2017 | Oct. 09, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 20,009,776 | |
Effect of exchange ratio to convert RSI capital stock to common stock (in shares) | 48,826,159 | |
Adjustment for fractional shares (in shares) | (67) | |
Cashless exercise of guarantee warrant (in shares) | 42,556 | |
Common stock issued to RSI stockholders (in shares) | 48,868,648 | |
GP Investments Acquisition Corp | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 203,941,325 | |
Series A Preferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 5,499,900 | |
Series B Preferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 38,545,560 | |
Series C Preferred Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 56,441,036 | |
Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 529,329 | |
Common Class B | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSI capital stock (in shares) | 102,925,500 |
MERGER AGREEMENT AND REVERSE _6
MERGER AGREEMENT AND REVERSE RECAPITALIZATION - Narrative (Details) - USD ($) | Oct. 10, 2017 | Oct. 09, 2017 | Dec. 31, 2018 | Jul. 18, 2018 | Dec. 31, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Price per share (in usd per share) | $ 10 | |||||
Value of shares to be purchased | $ 35,000,000 | |||||
Acquisition costs | 14,300,000 | |||||
Redemption payments | $ 143,900,000 | $ 143,904,000 | ||||
Shares outstanding (in shares) | 5,700,000 | |||||
Shares issued (in shares) | 3,600,000 | 3,600,000 | ||||
Sales of stock, price per share (in usd per share) | $ 10 | |||||
Proceeds from issuance of common stock | $ 36,000,000 | $ 36,000,000 | ||||
Available cash from acquiree | $ 50,300,000 | $ 50,315,000 | ||||
Balances prior to consummation of the merger (in shares) | 9,300,000 | 9,323,712 | ||||
Loan payable imputed amount | $ 1,992,000 | |||||
Deferred underwriting liability | 1,509,000 | |||||
Net equity infusion | 38,927,000 | |||||
Mandatory trigger event exit fees | 5,000,000 | |||||
Restricted cash | 25,500,000 | $ 435,000 | $ 18,077,000 | |||
Aggregate purchase price | 775,000,000 | |||||
Common stock issued | $ 6,000 | $ 6,000 | ||||
Revenue | $ 2,400,000 | |||||
Value of guarantee warrant (in shares) | 344,828 | |||||
Warrant exercise price (in usd per share) | $ 1.16 | $ 5.64 | ||||
Shares from exercise of warrants (in shares) | 177,751 | |||||
Cashless exercise of guarantee warrant (in shares) | 42,556 | |||||
RMNI Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Acquisition costs | $ 14,300,000 | |||||
Deferred underwriting liability | $ 1,500,000 | |||||
Issuance of Common Stock | 150,937 | |||||
Shares issued, price per share (in usd per share) | $ 6.95 | |||||
Shares issued, common stock (in shares) | 388,437 | |||||
Common stock issued | $ 3,900,000 | |||||
GPIA Merger Agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Minimum cash available to GPIA | 50,000,000 | |||||
Minimum available cash in trust account | 5,000,000 | |||||
GP Investments Acquisition Corp | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Acquisition costs | 11,900,000 | |||||
Net cash proceeds | $ 42,400,000 | |||||
Shares issued, price per share (in usd per share) | $ 10 | |||||
GP Sponsor | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Loan payable face amount | $ 3,000,000 |
OTHER FINANCIAL INFORMATION - C
OTHER FINANCIAL INFORMATION - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 24,771 | $ 21,950 | $ 9,385 | |
Restricted cash: | ||||
Control accounts under Credit Facility | 0 | 17,644 | 18,263 | |
Corporate credit card debts and other | 435 | 433 | 589 | |
Total restricted cash | 435 | 18,077 | 18,852 | |
Total cash, cash equivalents and restricted cash | $ 25,206 | $ 40,027 | $ 28,237 | $ 12,559 |
OTHER FINANCIAL INFORMATION - A
OTHER FINANCIAL INFORMATION - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance, beginning of year | $ 51 | ||
Allowance, end of year | 489 | $ 51 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance, beginning of year | 51 | 36 | $ 115 |
Provisions | 491 | 45 | 57 |
Write offs, net of recoveries | (53) | (30) | (136) |
Allowance, end of year | $ 489 | $ 51 | $ 36 |
OTHER FINANCIAL INFORMATION - P
OTHER FINANCIAL INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid expenses and deposits | $ 7,099 | $ 8,560 |
Prepaid Expenses and Other Current Assets | ||
Schedule Of Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid expenses and deposits | 3,450 | 5,030 |
Foreign tax refunds receivable | 1,048 | 1,292 |
Prepaid loan agent and service fees | 0 | 216 |
Other | 2,601 | 2,022 |
Total | $ 7,099 | $ 8,560 |
OTHER FINANCIAL INFORMATION -_2
OTHER FINANCIAL INFORMATION - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,177 | $ 11,202 |
Less accumulated depreciation | (8,543) | (6,947) |
Property and equipment, net | 3,634 | 4,255 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,853 | 6,966 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,632 | 2,654 |
Capitalized software costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 517 | 433 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,142 | 1,090 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 33 | $ 59 |
OTHER FINANCIAL INFORMATION - O
OTHER FINANCIAL INFORMATION - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued sales and other taxes | $ 5,687 | $ 11,266 | |
Accrued professional fees | 7,035 | 8,407 | |
Accrued dividends on Redeemable Series A Preferred Stock | 3,521 | 0 | |
Current maturities of capital lease obligations | 387 | 533 | |
Income taxes payable | 767 | 485 | |
Appeal proceeds payable to insurance company | 449 | $ 500 | 0 |
Deferred insurance settlement | 0 | 8,033 | |
Liability for embedded derivatives | 0 | 1,600 | |
Other Accrued Expenses, Current | 2,578 | 2,229 | |
Other accrued expenses | 20,424 | $ 32,553 | |
Sales taxes paid | 400 | ||
Sales taxes owed | 1,600 | ||
Reduction of sales tax accrual | $ 4,900 |
OTHER FINANCIAL INFORMATION OTH
OTHER FINANCIAL INFORMATION OTHER FINANCIAL INFORMATION - Litigation Costs and Related Recoveries, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||
Professional fees and other defense costs of litigation | $ 30,126 | $ 17,171 | $ 21,379 | ||||||||
Litigation appeal refund | (21,285) | 0 | 0 | ||||||||
Insurance recoveries and reduction in deferred settlement liability, net | (7,583) | (12,311) | (54,248) | ||||||||
Pre-judgment interest on litigation judgment | 0 | 0 | 2,920 | ||||||||
Litigation costs and related recoveries, net | $ 5,124 | $ 6,990 | $ 9,113 | $ (19,969) | $ 249 | $ 365 | $ 301 | $ 3,945 | $ 1,258 | $ 4,860 | $ (29,949) |
OTHER FINANCIAL INFORMATION -_3
OTHER FINANCIAL INFORMATION - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 31, 2018 | Oct. 31, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Pre-judgment interest on litigation judgment | $ (500) | $ (20,200) | $ 199 | $ 0 | $ 0 | ||||||||
Other | 54 | 198 | 27 | ||||||||||
Write-off of deferred debt financing costs | (704) | 0 | 0 | ||||||||||
Foreign currency transaction gain (loss) | (1,320) | 191 | (1,724) | ||||||||||
Other expenses | (295) | (69) | (89) | ||||||||||
Total other income (expense), net | $ (520) | $ (306) | $ (1,568) | $ 328 | $ (102) | $ 108 | $ 225 | $ 89 | $ (2,066) | $ 320 | $ (1,786) |
OTHER FINANCIAL INFORMATION - N
OTHER FINANCIAL INFORMATION - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation | $ 1.8 | $ 2 | $ 1.8 |
Advertising expense | $ 1 | $ 1.2 | $ 1.3 |
DEBT - Summary of Debt (Details
DEBT - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2016 |
Debt Instrument [Line Items] | |||
Net carrying value | $ 2,372 | $ 82,113 | $ 6,000 |
Current maturities of long-term debt | 2,372 | 15,500 | |
Long-term debt, net of current maturities | 0 | 66,613 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Net carrying value | 0 | 80,054 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Note payable to GPIA Sponsor, net of DDIC | $ 2,372 | $ 2,059 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) $ / shares in Units, shares in Millions | Dec. 31, 2018USD ($) | Jul. 19, 2018USD ($) | Jun. 30, 2018USD ($) | Apr. 03, 2018USD ($) | Mar. 30, 2018USD ($) | Jan. 01, 2018USD ($) | Oct. 10, 2017USD ($)$ / shares | Oct. 10, 2017USD ($)$ / shares | Oct. 03, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Jul. 19, 2018USD ($) | Apr. 30, 2018USD ($) | Oct. 31, 2017USD ($) | Jun. 30, 2017USD ($) | May 31, 2017USD ($) | Apr. 30, 2017USD ($) | Oct. 31, 2016USD ($) | May 31, 2017USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)year | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 20, 2018 | Dec. 31, 2017USD ($)year | Dec. 31, 2016USD ($) |
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Net carrying value | $ 2,372,000 | $ 2,372,000 | $ 6,000,000 | $ 2,372,000 | $ 82,113,000 | $ 2,372,000 | $ 82,113,000 | |||||||||||||||||||||||||||
Restricted cash | 17,600,000 | 17,600,000 | ||||||||||||||||||||||||||||||||
Number of shares for warrant (in shares) | shares | 2.7 | 2.7 | ||||||||||||||||||||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.16 | $ 1.16 | $ 5.64 | $ 5.64 | ||||||||||||||||||||||||||||||
Warrant as percentage of fully-diluted share capital (percentage) | 5.00% | |||||||||||||||||||||||||||||||||
Warrant fair value | $ 8,800,000 | $ 8,800,000 | ||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 12.00% | |||||||||||||||||||||||||||||||||
Make-whole applicable premium payment (percentage) | 5.00% | |||||||||||||||||||||||||||||||||
Proceeds from insurance settlement | $ 24,000,000 | $ 18,700,000 | ||||||||||||||||||||||||||||||||
Repayments of lines of credit | $ 35,000,000 | 14,100,000 | $ 6,500,000 | |||||||||||||||||||||||||||||||
Make-whole premium payment | $ 4,600,000 | |||||||||||||||||||||||||||||||||
Appeal proceeds payable to insurance company | $ 449,000 | $ 500,000 | $ 449,000 | 449,000 | 0 | 449,000 | 0 | |||||||||||||||||||||||||||
Debt instrument payment | $ 21,000,000 | |||||||||||||||||||||||||||||||||
Principal payment | 17,900,000 | |||||||||||||||||||||||||||||||||
DDIC write-off | 7,200,000 | 54,536,000 | 12,071,000 | $ 0 | ||||||||||||||||||||||||||||||
Penalty under credit facility | $ 1,250,000 | 0 | 1,250,000 | 0 | ||||||||||||||||||||||||||||||
Collateral monitoring fees percentage | 2.50% | |||||||||||||||||||||||||||||||||
Interest expense | $ 299,000 | $ 9,499,000 | $ 9,323,000 | $ 13,409,000 | 9,728,000 | $ 9,152,000 | $ 14,541,000 | 9,936,000 | $ 32,530,000 | 43,357,000 | 13,356,000 | |||||||||||||||||||||||
Effective percentage | 26.40% | 26.40% | 26.40% | 26.40% | ||||||||||||||||||||||||||||||
Principal prepayment | $ 2,500,000 | $ 2,500,000 | 900,000 | |||||||||||||||||||||||||||||||
Prepayment of principal | $ 17,900,000 | |||||||||||||||||||||||||||||||||
Principal prepayment | 4,000,000 | |||||||||||||||||||||||||||||||||
Payment of debt issuance and refinancing costs | $ 19,800,000 | $ 5,871,000 | 114,000 | 560,000 | ||||||||||||||||||||||||||||||
Credit facility maximum amount outstanding | 95,000,000 | |||||||||||||||||||||||||||||||||
Imputed interest rate (percentage) | 13.00% | |||||||||||||||||||||||||||||||||
Loan payable imputed amount | 1,992,000 | $ 1,992,000 | ||||||||||||||||||||||||||||||||
Mandatory trigger event exit fees | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||
Amendment fees and related liabilities | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||
Reduction of trigger even exit fees | 55,000,000 | |||||||||||||||||||||||||||||||||
Accretion expense | 13,331,000 | 24,890,000 | 10,121,000 | |||||||||||||||||||||||||||||||
Long-term liabilities | 6,250,000 | 6,250,000 | ||||||||||||||||||||||||||||||||
Unpaid amendment fees | 5,000,000 | |||||||||||||||||||||||||||||||||
Unpaid amendment fees | 1,250,000 | |||||||||||||||||||||||||||||||||
Required proceeds | $ 2,500,000 | $ 2,250,000 | 6,750,000 | $ 1,250,000 | 100,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | $ 133,000,000 | 133,000,000 | 0 | 0 | ||||||||||||||||||||||||||||||
Liability for embedded derivatives | $ 0 | $ 0 | $ 0 | 1,600,000 | 0 | 1,600,000 | ||||||||||||||||||||||||||||
Gain (loss) from change in fair value of embedded derivatives | 0 | $ 7,800,000 | $ (6,700,000) | $ 500,000 | 8,200,000 | $ 1,400,000 | $ (700,000) | $ (5,100,000) | 1,600,000 | 3,800,000 | (5,400,000) | |||||||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Net carrying value | $ 0 | $ 0 | $ 0 | $ 80,054,000 | $ 0 | $ 80,054,000 | ||||||||||||||||||||||||||||
Credit facility borrowing capacity | $ 125,000,000 | 125,000,000 | $ 125,000,000 | $ 125,000,000 | $ 65,000,000 | $ 125,000,000 | 125,000,000 | |||||||||||||||||||||||||||
Origination fee (percentage) | 5.00% | 15.00% | ||||||||||||||||||||||||||||||||
Original issue discount (percentage) | 2.00% | |||||||||||||||||||||||||||||||||
Management fee payable | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Consulting agreement, term (in years) | 4 years | |||||||||||||||||||||||||||||||||
Consulting exit fee | 14,000,000 | $ 14,000,000 | ||||||||||||||||||||||||||||||||
Foreign withholding tax fee | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Annualized revenue multiplier | 6.90% | 6.90% | ||||||||||||||||||||||||||||||||
Commitment exit fee | $ 9,600,000 | $ 9,600,000 | ||||||||||||||||||||||||||||||||
Continuing origination agent fee revenue multiplier (percentage) | 14.10% | 14.10% | ||||||||||||||||||||||||||||||||
Continuing origination agent service fee | $ 19,700,000 | $ 19,700,000 | ||||||||||||||||||||||||||||||||
Trigger event fees | 45,300,000 | 45,300,000 | ||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 15.00% | 15.00% | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Line of credit, remaining borrowing capacity | $ 17,500,000 | |||||||||||||||||||||||||||||||||
Collateral fee (percentage) | 0.50% | 0.50% | ||||||||||||||||||||||||||||||||
Collateral fee after amendment (percentage) | 2.50% | |||||||||||||||||||||||||||||||||
Additional interest rate (percentage) | 2.00% | |||||||||||||||||||||||||||||||||
Payments required as percentage of excess cash flow (percentage) | 75.00% | |||||||||||||||||||||||||||||||||
Excess cash flow payment (percentage) | 75.00% | |||||||||||||||||||||||||||||||||
Revolving Credit Facility | Funded Portion | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 26.30% | 26.30% | ||||||||||||||||||||||||||||||||
Revolving Credit Facility | Unfunded Portion | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 41.30% | 41.30% | ||||||||||||||||||||||||||||||||
Funded Debt | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Net carrying value | $ 0 | $ 0 | $ 0 | $ 80,054,000 | $ 0 | $ 80,054,000 | 88,064,000 | |||||||||||||||||||||||||||
Repayments of lines of credit | 132,830,000 | |||||||||||||||||||||||||||||||||
Interest expense | 7,307,000 | |||||||||||||||||||||||||||||||||
Amendment fees and related liabilities | 6,250,000 | |||||||||||||||||||||||||||||||||
Initial Term Loan | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility borrowing capacity | 30,000,000 | 30,000,000 | ||||||||||||||||||||||||||||||||
Delayed Draw A Term Loan | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility borrowing capacity | 65,000,000 | 65,000,000 | ||||||||||||||||||||||||||||||||
Make-whole applicable premium payment (percentage) | 15.00% | |||||||||||||||||||||||||||||||||
Collateral fee after amendment (percentage) | 2.50% | |||||||||||||||||||||||||||||||||
Delayed Draw B Term Loan | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility borrowing capacity | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | |||||||||||||||||||||||||||||||
Commitment under delayed draw A term loan | 65,000,000 | |||||||||||||||||||||||||||||||||
Payable In Cash Interest | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||||||||||
Paid-In-Kind | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||||||||||||||||||||||
Applicable Premium For Principal Prepayment | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Interest expense | $ 3,100,000 | |||||||||||||||||||||||||||||||||
Accretion Expense for GP Sponsor Note Payable | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Interest expense | $ 905,000 | 68,000 | $ 0 | |||||||||||||||||||||||||||||||
Notes Payable | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Note payable to GPIA Sponsor, net of DDIC | $ 2,372,000 | $ 2,372,000 | $ 2,372,000 | $ 2,059,000 | $ 2,372,000 | $ 2,059,000 | ||||||||||||||||||||||||||||
Second Amendment | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Repayments of lines of credit | 2,500,000 | |||||||||||||||||||||||||||||||||
Line of credit commitment fee percentage | 1.00% | |||||||||||||||||||||||||||||||||
Proceeds from issuance of private placement, net | 35,000,000 | |||||||||||||||||||||||||||||||||
Amendment fee, percentage | 1.00% | |||||||||||||||||||||||||||||||||
Second Amendment | Delayed Draw A Term Loan | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility borrowing capacity | 65,000,000 | |||||||||||||||||||||||||||||||||
Second Amendment | Delayed Draw B Term Loan | Revolving Credit Facility | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility borrowing capacity | 17,500,000 | 12,500,000 | ||||||||||||||||||||||||||||||||
Accretion Expense for GP Sponsor Note Payable | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Interest expense | 200,000 | |||||||||||||||||||||||||||||||||
Sixth Amendment | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placement, net | 3,750,000 | $ 3,750,000 | $ 1,250,000 | $ 10,000,000 | ||||||||||||||||||||||||||||||
GP Sponsor | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Loan payable face amount | $ 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||
GP Investments Acquisition Corp | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Imputed interest rate (percentage) | 33.10% | 15.00% | ||||||||||||||||||||||||||||||||
DDIC | $ 1,000,000 | |||||||||||||||||||||||||||||||||
GP Investments Acquisition Corp | Sixth Amendment | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Accretion expense | 7,900,000 | |||||||||||||||||||||||||||||||||
Rimini Street, Inc | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Accretion expense | 11,900,000 | |||||||||||||||||||||||||||||||||
Minimum | Second Amendment | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Payments required as percentage of excess cash flow (percentage) | 25.00% | |||||||||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placement, net | $ 20,000,000 | |||||||||||||||||||||||||||||||||
Maximum | Second Amendment | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Payments required as percentage of excess cash flow (percentage) | 75.00% | |||||||||||||||||||||||||||||||||
Payment in Kind (PIK) Note | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Credit facility interest rate (percentage) | 3.00% | |||||||||||||||||||||||||||||||||
Expected Term | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Embedded derivative liability measurement input | year | 2.5 | 2.5 | ||||||||||||||||||||||||||||||||
Default Rate | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Embedded derivative liability measurement input | 0.35 | 0.35 | ||||||||||||||||||||||||||||||||
Discount Rate | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Embedded derivative liability measurement input | 0.209 | 0.209 | ||||||||||||||||||||||||||||||||
Risk Free Interest Rate | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Embedded derivative liability measurement input | 0.019 | 0.019 | ||||||||||||||||||||||||||||||||
Credit Spread | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Embedded derivative liability measurement input | 0.190 | 0.190 | ||||||||||||||||||||||||||||||||
Common Class A | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Debt instrument payment | 600,000 | |||||||||||||||||||||||||||||||||
Principal payment | $ 400,000 | |||||||||||||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of private placement, net | 128,372,000 | |||||||||||||||||||||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | $ 133,000,000 | |||||||||||||||||||||||||||||||||
Oracle Litigation | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt [Line Items] | ||||||||||||||||||||||||||||||||||
Litigation settlement awarded | $ 21,500,000 |
DEBT - Cash Payments to Termina
DEBT - Cash Payments to Terminate Credit Facility (Details) - USD ($) $ in Thousands | Jul. 19, 2018 | Apr. 03, 2018 | Oct. 10, 2017 | Oct. 10, 2017 | Oct. 03, 2017 | Apr. 30, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Extinguishment of Debt [Line Items] | |||||||||||||||||
Make-whole applicable premium | $ 299 | $ 9,499 | $ 9,323 | $ 13,409 | $ 9,728 | $ 9,152 | $ 14,541 | $ 9,936 | $ 32,530 | $ 43,357 | $ 13,356 | ||||||
Amendment fees and related liabilities | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||
Total cash termination payments | $ 35,000 | $ 14,100 | $ 6,500 | ||||||||||||||
Funded Debt | |||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||
Long-term debt | $ 118,200 | 0 | 139,544 | 0 | 139,544 | 169,158 | |||||||||||
Make-whole applicable premium | 7,307 | ||||||||||||||||
Amendment fees and related liabilities | 6,250 | ||||||||||||||||
Accrued interest and fees payable | 1,073 | ||||||||||||||||
Total cash termination payments | 132,830 | ||||||||||||||||
Principal Balance | Funded Debt | |||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||
Long-term debt | 102,576 | 0 | 125,872 | 0 | 125,872 | 107,900 | |||||||||||
Mandatory Trigger Event Exit Fees | Funded Debt | |||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||
Long-term debt | 13,624 | 0 | 9,672 | 0 | 9,672 | 55,258 | |||||||||||
Mandatory Consulting Fees | Funded Debt | |||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||
Long-term debt | $ 2,000 | $ 0 | $ 4,000 | $ 0 | $ 4,000 | $ 6,000 | |||||||||||
Applicable Premium For Principal Prepayment | |||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||
Make-whole applicable premium | $ 3,100 |
DEBT - Funded Debt Activity (De
DEBT - Funded Debt Activity (Details) - USD ($) $ in Thousands | Jul. 19, 2018 | Apr. 03, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 |
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | $ (13,331) | $ (24,890) | $ (10,121) | |||||||||||
DDIC: | ||||||||||||||
PIK Accrual | $ 299 | $ 9,499 | $ 9,323 | $ 13,409 | $ 9,728 | $ 9,152 | $ 14,541 | $ 9,936 | 32,530 | 43,357 | 13,356 | |||
Principal payment | $ (17,900) | |||||||||||||
Write-off of deferred debt financing costs | (704) | 0 | 0 | |||||||||||
Net carrying value | 2,372 | 82,113 | 2,372 | 82,113 | $ 6,000 | |||||||||
Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 139,544 | 169,158 | 139,544 | 169,158 | ||||||||||
Balance ending | $ 118,200 | 0 | 139,544 | 0 | 139,544 | 169,158 | ||||||||
DDIC: | ||||||||||||||
Balance beginning | 89,618 | 90,534 | 89,618 | 90,534 | ||||||||||
PIK Accrual | 7,307 | |||||||||||||
Balance ending | 0 | 89,618 | 0 | 89,618 | 90,534 | |||||||||
Net discount | 0 | 59,490 | 0 | 59,490 | 81,094 | |||||||||
Net carrying value | 0 | 80,054 | 0 | 80,054 | 88,064 | |||||||||
Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 125,872 | 107,900 | 125,872 | 107,900 | ||||||||||
Balance ending | 102,576 | 0 | 125,872 | 0 | 125,872 | 107,900 | ||||||||
Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 9,672 | 55,258 | 9,672 | 55,258 | ||||||||||
Balance ending | 13,624 | 0 | 9,672 | 0 | 9,672 | 55,258 | ||||||||
DDIC: | ||||||||||||||
Balance beginning | 55,200 | 55,258 | 55,200 | 55,258 | ||||||||||
Balance ending | 0 | 55,200 | 0 | 55,200 | 55,258 | |||||||||
Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 4,000 | 6,000 | 4,000 | 6,000 | ||||||||||
Balance ending | $ 2,000 | 0 | 4,000 | 0 | 4,000 | 6,000 | ||||||||
Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 1,816 | 2,150 | 1,816 | 2,150 | ||||||||||
Balance ending | 0 | 1,816 | 0 | 1,816 | 2,150 | |||||||||
Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 4,538 | 5,375 | 4,538 | 5,375 | ||||||||||
Balance ending | 0 | 4,538 | 0 | 4,538 | 5,375 | |||||||||
Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 11,521 | 8,600 | 11,521 | 8,600 | ||||||||||
Balance ending | 0 | 11,521 | 0 | 11,521 | 8,600 | |||||||||
Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 6,424 | 7,608 | 6,424 | 7,608 | ||||||||||
Balance ending | 0 | 6,424 | 0 | 6,424 | 7,608 | |||||||||
Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 6,519 | 7,720 | 6,519 | 7,720 | ||||||||||
Balance ending | 0 | 6,519 | 0 | 6,519 | 7,720 | |||||||||
Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 3,600 | 3,823 | 3,600 | 3,823 | ||||||||||
Balance ending | 0 | 3,600 | 0 | 3,600 | 3,823 | |||||||||
Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | $ 30,128 | $ 9,440 | 30,128 | 9,440 | ||||||||||
Balance ending | 0 | 30,128 | 0 | 30,128 | $ 9,440 | |||||||||
Payment in Kind (PIK) Note | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 1,886 | 2,966 | ||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Net discount | 0 | 0 | 0 | 0 | ||||||||||
Net carrying value | 1,886 | 2,966 | 1,886 | 2,966 | ||||||||||
Payment in Kind (PIK) Note | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 1,886 | 2,966 | ||||||||||||
Payment in Kind (PIK) Note | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Payment in Kind (PIK) Note | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
PIK Accrual | 0 | 0 | ||||||||||||
Liability Adjustment | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 3,952 | 9,414 | ||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 3,952 | 9,414 | ||||||||||||
Net discount | 3,952 | 9,414 | 3,952 | 9,414 | ||||||||||
Net carrying value | 0 | 0 | 0 | 0 | ||||||||||
Liability Adjustment | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 3,952 | 9,414 | ||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 3,952 | 9,414 | ||||||||||||
Liability Adjustment | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Liability Adjustment | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | 0 | ||||||||||||
Principal Schedule | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | (9,250) | (15,500) | ||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Net discount | 0 | 0 | 0 | 0 | ||||||||||
Principal Schedule | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | (7,250) | (13,500) | ||||||||||||
Principal Schedule | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | (2,000) | (2,000) | ||||||||||||
Principal Schedule | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Schedule | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | 0 | ||||||||||||
Principal Prepayments | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (17,932) | (26,494) | ||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Net discount | 0 | 0 | 0 | 0 | ||||||||||
Principal Prepayments | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (17,932) | (21,494) | ||||||||||||
Principal Prepayments | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | 0 | (5,000) | ||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | 0 | 0 | ||||||||||||
Principal Prepayments | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Prepayments | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | 0 | ||||||||||||
Principal Payments | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (118,200) | |||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Net discount | 0 | 0 | ||||||||||||
Principal Payments | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (102,576) | |||||||||||||
Principal Payments | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (13,624) | |||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (2,000) | |||||||||||||
Principal Payments | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Payments | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Funding Transfers | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Transfers | 0 | |||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Net discount | 0 | 0 | ||||||||||||
Net carrying value | 0 | 0 | ||||||||||||
Funding Transfers | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Transfers | 50,000 | |||||||||||||
Funding Transfers | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Transfers | (50,000) | |||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Funding Transfers | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Transfers | 0 | |||||||||||||
Amendment Costs | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Amendment costs | 0 | |||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 4,685 | |||||||||||||
Net discount | 4,685 | 4,685 | ||||||||||||
Amendment Costs | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Amendment costs | 0 | |||||||||||||
Amendment Costs | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Amendment costs | 0 | |||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 0 | |||||||||||||
Amendment Costs | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Amendment costs | 0 | |||||||||||||
Amendment Costs | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 0 | |||||||||||||
Amendment Costs | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 0 | |||||||||||||
Amendment Costs | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 4,300 | |||||||||||||
Amendment Costs | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 0 | |||||||||||||
Amendment Costs | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 0 | |||||||||||||
Amendment Costs | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 385 | |||||||||||||
Amendment Costs | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Debt issuance, amendment costs | 0 | |||||||||||||
Accretion Expense | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | 0 | ||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Net discount | 11,670 | 23,632 | 11,670 | 23,632 | ||||||||||
Net carrying value | 11,670 | 23,632 | 11,670 | 23,632 | ||||||||||
Accretion Expense | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | 0 | ||||||||||||
Accretion Expense | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | 0 | ||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | 0 | ||||||||||||
Accretion Expense | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | 0 | ||||||||||||
Accretion Expense | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | (11,670) | (23,632) | ||||||||||||
DDIC Write-off | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (15,015) | |||||||||||||
Net discount | 12,071 | 12,071 | ||||||||||||
Net carrying value | $ 12,071 | 12,071 | ||||||||||||
DDIC Write-off | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (9,472) | |||||||||||||
DDIC Write-off | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (334) | |||||||||||||
DDIC Write-off | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (837) | |||||||||||||
DDIC Write-off | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (1,379) | |||||||||||||
DDIC Write-off | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (1,184) | |||||||||||||
DDIC Write-off | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (1,201) | |||||||||||||
DDIC Write-off | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (608) | |||||||||||||
DDIC Write-off | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | $ (2,944) | |||||||||||||
Write Off DDIC, Prepayment | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (11,756) | |||||||||||||
Net discount | 7,169 | 7,169 | ||||||||||||
Net carrying value | 7,169 | 7,169 | ||||||||||||
Write Off DDIC, Prepayment | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (7,314) | |||||||||||||
Write Off DDIC, Prepayment | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (234) | |||||||||||||
Write Off DDIC, Prepayment | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (586) | |||||||||||||
Write Off DDIC, Prepayment | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (1,487) | |||||||||||||
Write Off DDIC, Prepayment | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (829) | |||||||||||||
Write Off DDIC, Prepayment | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (841) | |||||||||||||
Write Off DDIC, Prepayment | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (465) | |||||||||||||
Write Off DDIC, Prepayment | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (4,587) | |||||||||||||
Write Off DDIC, Pay-off | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (81,814) | |||||||||||||
Net discount | 44,603 | 44,603 | ||||||||||||
Net carrying value | $ 44,603 | 44,603 | ||||||||||||
Write Off DDIC, Pay-off | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (51,838) | |||||||||||||
Write Off DDIC, Pay-off | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (1,582) | |||||||||||||
Write Off DDIC, Pay-off | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (3,952) | |||||||||||||
Write Off DDIC, Pay-off | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (10,034) | |||||||||||||
Write Off DDIC, Pay-off | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (5,595) | |||||||||||||
Write Off DDIC, Pay-off | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (5,678) | |||||||||||||
Write Off DDIC, Pay-off | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | (3,135) | |||||||||||||
Write Off DDIC, Pay-off | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Write-off of deferred debt financing costs | $ (37,211) |
DEBT - Unfunded Debt Activity (
DEBT - Unfunded Debt Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | $ 704 | $ 0 | $ 0 | ||||||||
Other debt financing expenses | $ 0 | $ (48,375) | $ (1,339) | $ (8,617) | $ (3,657) | $ (2,563) | $ (10,859) | $ (1,282) | (58,331) | (18,361) | (6,372) |
Unfunded Portion | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | 5,143 | 4,383 | 5,143 | 4,383 | |||||||
Deferred debt issuance costs, net | 0 | (3,520) | 0 | (3,520) | (3,950) | ||||||
Balance ending | 0 | 5,143 | 0 | 5,143 | 4,383 | ||||||
Unfunded Portion | Origination fee | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | 875 | 875 | 875 | 875 | |||||||
Balance ending | 0 | 875 | 0 | 875 | 875 | ||||||
Unfunded Portion | Amendment fee | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | 2,100 | 1,400 | 2,100 | 1,400 | |||||||
Balance ending | 0 | 2,100 | 0 | 2,100 | 1,400 | ||||||
Unfunded Portion | Fair value of warrants | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | 1,239 | 1,239 | 1,239 | 1,239 | |||||||
Balance ending | 0 | 1,239 | 0 | 1,239 | 1,239 | ||||||
Unfunded Portion | Consulting fees to lenders | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | 280 | 280 | 280 | 280 | |||||||
Balance ending | 0 | 280 | 0 | 280 | 280 | ||||||
Unfunded Portion | Other issuance costs | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | 649 | 589 | 649 | 589 | |||||||
Balance ending | 0 | 649 | 0 | 649 | 589 | ||||||
Unfunded Portion | Cumulative amortization, net | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Balance beginning | $ 1,623 | $ 433 | 1,623 | 433 | |||||||
Balance ending | 0 | 1,623 | 0 | 1,623 | $ 433 | ||||||
Additions | Unfunded Portion | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Additions | 760 | ||||||||||
Deferred debt issuance costs, net | (760) | (760) | |||||||||
Additions | Unfunded Portion | Amendment fee | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Additions | 700 | ||||||||||
Additions | Unfunded Portion | Other issuance costs | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Additions | 60 | ||||||||||
Amortization Expense | Unfunded Portion | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Deferred debt issuance costs, net | (756) | $ (1,190) | (756) | (1,190) | |||||||
Amortization Expense | Unfunded Portion | Cumulative amortization, net | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Other debt financing expenses | (756) | $ (1,190) | |||||||||
DDIC Write-off | Unfunded Portion | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | 5,143 | ||||||||||
Deferred debt issuance costs, net | $ (2,764) | (2,764) | |||||||||
DDIC Write-off | Unfunded Portion | Origination fee | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | 875 | ||||||||||
DDIC Write-off | Unfunded Portion | Amendment fee | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | 2,100 | ||||||||||
DDIC Write-off | Unfunded Portion | Fair value of warrants | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | 1,239 | ||||||||||
DDIC Write-off | Unfunded Portion | Consulting fees to lenders | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | 280 | ||||||||||
DDIC Write-off | Unfunded Portion | Other issuance costs | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | 649 | ||||||||||
DDIC Write-off | Unfunded Portion | Cumulative amortization, net | |||||||||||
Contractual Principal and Exit Fees [Roll Forward] | |||||||||||
Write-off of deferred debt financing costs | $ 2,379 |
DEBT - Interest Expense (Detail
DEBT - Interest Expense (Details) - USD ($) $ in Thousands | Apr. 03, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 03, 2017 |
Debt Instrument [Line Items] | |||||||||||||
Credit facility interest rate (percentage) | 12.00% | ||||||||||||
Interest expense | $ 299 | $ 9,499 | $ 9,323 | $ 13,409 | $ 9,728 | $ 9,152 | $ 14,541 | $ 9,936 | $ 32,530 | $ 43,357 | $ 13,356 | ||
Twelve Point Zero Percentage Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 7,513 | 11,954 | 3,597 | ||||||||||
Three Point Zero Percentage Paid In Kind Interest Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 1,886 | 2,966 | 900 | ||||||||||
Accretion Expense Funded Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 11,670 | 23,632 | 8,371 | ||||||||||
Applicable Premium For Principal Prepayment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 3,100 | ||||||||||||
Accretion Expense for GP Sponsor Note Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 905 | 68 | 0 | ||||||||||
Other Borrowings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 146 | 130 | 488 | ||||||||||
Principal Prepayments | Applicable Premium For Principal Prepayment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 3,103 | 4,607 | 0 | ||||||||||
Principal Payments | Applicable Premium For Principal Prepayment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 7,307 | $ 0 | $ 0 | ||||||||||
Payment in Kind (PIK) Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit facility interest rate (percentage) | 3.00% |
DEBT - Other Debt Financing Exp
DEBT - Other Debt Financing Expenses (Details) - USD ($) $ in Thousands | Apr. 03, 2018 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Credit Facility prepayments | $ 7,200 | $ 54,536 | $ 12,071 | $ 0 | |
Collateral monitoring fees | 1,556 | 2,505 | 538 | ||
Penalty under credit facility | $ 1,250 | 0 | 1,250 | 0 | |
Amortization of debt issuance costs related to unfunded debt | 756 | 1,190 | 1,502 | ||
Unused line fees | 481 | 893 | 4,095 | ||
Amortization of prepaid agent fees and other | 1,002 | 452 | 237 | ||
Total debt financing expenses | 58,331 | 18,361 | 6,372 | ||
Funded Debt | Write Off DDIC, Prepayment | |||||
Debt Instrument [Line Items] | |||||
Credit Facility prepayments | 7,169 | 12,071 | 0 | ||
Funded Debt | Write Off DDIC, Pay-off | |||||
Debt Instrument [Line Items] | |||||
Credit Facility prepayments | 44,603 | 0 | 0 | ||
Unfunded Portion | Principal Prepayments | |||||
Debt Instrument [Line Items] | |||||
Credit Facility prepayments | $ 2,764 | $ 0 | $ 0 |
REDEEMABLE SERIES A PREFERRED_3
REDEEMABLE SERIES A PREFERRED STOCK - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 19, 2018USD ($)$ / sharesshares | Oct. 10, 2017USD ($) | Jul. 31, 2018shares | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)day$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 18, 2018USD ($) | Jun. 18, 2018$ / shares | |
Temporary Equity [Line Items] | ||||||||||||
Dividend rate (percentage) | 13.00% | |||||||||||
Temporary equity, par value (in usd per share) | $ / shares | $ 0.0001 | |||||||||||
Shares issued (in shares) | shares | 2,897 | |||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | $ 133,000 | $ 133,000 | $ 0 | $ 0 | ||||||||
Discount on shares issued | $ 7,000 | |||||||||||
Cash paid for credit facility transaction costs | 2,700 | |||||||||||
Repayments of lines of credit | $ 35,000 | $ 14,100 | $ 6,500 | |||||||||
Payments for offering costs | 1,900 | $ 4,288 | $ 12,247 | $ 0 | ||||||||
Professional fees and other defense costs of litigation | $ 200 | $ 11,300 | ||||||||||
Temporary equity, shares authorized | shares | 180,000 | |||||||||||
Current dividends payable | $ 3,500 | |||||||||||
Noncurrent dividends payable | $ 1,100 | |||||||||||
Preferred stock conversion price (usd per share) | $ / shares | $ 1,000 | $ 10 | ||||||||||
Minimum outstanding percentage before incurring indebtedness (percentage) | 95.00% | |||||||||||
Preferred stock conversion amount (shares) | shares | 14,100,000 | |||||||||||
Net carrying value as of December 31, 2018 (in shares) | shares | 140,846 | |||||||||||
Conversion of stock, shares issued (in shares) | shares | 1 | |||||||||||
Temporary equity, conversion threshold (days) | day | 30 | |||||||||||
Temporary equity, consecutive trading days threshold (days) | 45 days | |||||||||||
Temporary equity, minimum weighted average share price threshold (usd per share) | $ / shares | $ 11.50 | |||||||||||
Temporary equity, consecutive trading days prior to conversion date | day | 60 | |||||||||||
Value of issuer option | $ 80,000 | |||||||||||
Series A Preferred Stock | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Dividend rate (percentage) | 13.00% | |||||||||||
Preferred stock issued (shares) | shares | 140,000 | |||||||||||
Shares issued (in shares) | shares | 19,209 | |||||||||||
Funded Debt | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Repayments of lines of credit | $ 132,830 | |||||||||||
Cash Dividend | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Dividend rate (percentage) | 10.00% | |||||||||||
Payment In Kind Dividend | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Dividend rate (percentage) | 3.00% | |||||||||||
Common Stock | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Shares issued (in shares) | shares | 2,896,556 | 2,897,000 | [1] | |||||||||
Private Placement | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | $ 133,000 | |||||||||||
Incremental and direct transaction costs | 4,628 | |||||||||||
Payments for offering costs | $ 2,700 | |||||||||||
Private Placement | Series A Preferred Stock | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Preferred stock issued (shares) | shares | 140,000 | |||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | $ 114,773 | |||||||||||
Incremental and direct transaction costs | 3,994 | |||||||||||
Net carrying value as of December 31, 2018 (in shares) | shares | 140,846 | |||||||||||
Private Placement | Common Stock | ||||||||||||
Temporary Equity [Line Items] | ||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock in Private Placement | 18,227 | |||||||||||
Incremental and direct transaction costs | $ 634 | |||||||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
REDEEMABLE SERIES A PREFERRED_4
REDEEMABLE SERIES A PREFERRED STOCK - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 19, 2018 | Jul. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 18, 2018 | Oct. 10, 2017 | |
Class of Stock [Line Items] | ||||||||||
Stock issued | $ 146,900 | $ 17,593 | ||||||||
Aggregate cash proceeds on Closing Date | $ 133,000 | $ 133,000 | $ 0 | $ 0 | ||||||
Accretion of discount through December 31, 2018 | $ 2,400 | |||||||||
Net carrying value as of December 31, 2018 (in shares) | 140,846 | 140,846 | ||||||||
Net carrying value, temporary equity | $ 113,998 | $ 113,998 | 0 | |||||||
Net carrying value, common stock | $ 6 | $ 6 | 6 | |||||||
Liquidation preference (usd per share) | $ 1,000 | $ 10 | $ 10 | |||||||
Temporary equity, liquidation preference | $ 140,000 | $ 140,846 | $ 140,846 | |||||||
Payments of issuance costs | $ 1,900 | $ 4,288 | $ 12,247 | $ 0 | ||||||
Common stock issued (shares) | 2,897 | |||||||||
Temporary equity, discount on shares | $ 26,848 | |||||||||
Accretion rate | 4.80% | |||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued (shares) | 140,000 | |||||||||
Common stock issued (shares) | 19,209 | |||||||||
Temporary equity, discount on shares | $ 29,200 | |||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Net carrying value, common stock | $ 3,900 | |||||||||
Common stock issued (shares) | 2,896,556 | 2,897,000 | [1] | |||||||
Shares issued, price per share (in usd per share) | $ 6.95 | |||||||||
Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued | $ 126,763 | |||||||||
Stock issued | 146,894 | |||||||||
Aggregate cash proceeds on Closing Date | 133,000 | |||||||||
Incremental and direct transaction costs | (4,628) | |||||||||
Net carrying value, Total | 128,372 | |||||||||
Incremental and direct costs | 4,628 | |||||||||
Payments of issuance costs | $ 2,700 | |||||||||
Private Placement | Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock issued (shares) | 140,000 | |||||||||
Preferred stock issued | $ 126,763 | |||||||||
Aggregate cash proceeds on Closing Date | 114,773 | |||||||||
Incremental and direct transaction costs | (3,994) | |||||||||
Accretion of discount through December 31, 2018 | $ 2,373 | |||||||||
Issuance of shares to settle PIK Dividends (in shares) | 846 | |||||||||
Issuance of shares to settle PIK Dividends | $ 800 | $ 846 | ||||||||
Net carrying value as of December 31, 2018 (in shares) | 140,846 | 140,846 | ||||||||
Net carrying value, temporary equity | 110,779 | $ 113,998 | $ 113,998 | |||||||
Incremental and direct costs | 3,994 | |||||||||
Private Placement | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued | 20,131 | |||||||||
Aggregate cash proceeds on Closing Date | 18,227 | |||||||||
Incremental and direct transaction costs | (634) | |||||||||
Net carrying value, common stock | 17,593 | |||||||||
Incremental and direct costs | 634 | |||||||||
Financial Advisor and Professional Fees | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Incremental and direct transaction costs | (2,700) | |||||||||
Incremental and direct costs | 2,700 | |||||||||
Due Diligence and Professional Fees | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Incremental and direct transaction costs | (1,900) | |||||||||
Incremental and direct costs | $ 1,900 | |||||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
REDEEMABLE SERIES A PREFERRED_5
REDEEMABLE SERIES A PREFERRED STOCK - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 19, 2018 | Jun. 18, 2018 | |
Class of Stock [Line Items] | |||||||
Dividend rate (percentage) | 13.00% | ||||||
Dividends payable in cash | $ 6,366 | $ 0 | $ 0 | ||||
Dividends payable PIK | 1,902 | $ 0 | $ 0 | ||||
Liability for unpaid dividends | $ 89,582 | 89,582 | |||||
Cash Dividend | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate (percentage) | 10.00% | ||||||
Liability for unpaid dividends | 68,909 | 68,909 | |||||
Payment In Kind Dividend | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate (percentage) | 3.00% | ||||||
Liability for unpaid dividends | 20,673 | 20,673 | |||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate (percentage) | 13.00% | ||||||
Dividends payable in cash | 3,521 | $ 2,839 | |||||
Dividends payable PIK | 1,056 | 846 | |||||
Total dividends accrued in 2018 | $ 8,268 | ||||||
Total dividends accrued in 2018 (in usd per share) | $ 58.86 | ||||||
Less dividends paid in 2018 | $ (3,691) | ||||||
Dividends paid per share (usd per share) | $ (26.36) | ||||||
Liability for unpaid dividends | $ 4,577 | $ 4,577 | |||||
Dividends per share (in usd per share) | $ 32.5 | $ 32.5 | |||||
Series A Preferred Stock | Cash Dividend | |||||||
Class of Stock [Line Items] | |||||||
Total dividends | $ 3,521 | $ 2,839 | |||||
Total dividends accrued in 2018 | $ 6,366 | ||||||
Less dividends paid in 2018 | (2,845) | ||||||
Liability for unpaid dividends | $ 3,521 | $ 3,521 | |||||
Dividends per share (in usd per share) | $ 25 | $ 20.28 | $ 25 | ||||
Series A Preferred Stock | Payment In Kind Dividend | |||||||
Class of Stock [Line Items] | |||||||
Total dividends | $ 1,056 | $ 846 | |||||
Total dividends accrued in 2018 | $ 1,902 | ||||||
Less dividends paid in 2018 | (846) | ||||||
Liability for unpaid dividends | $ 1,056 | $ 1,056 | |||||
Dividends per share (in usd per share) | $ 7.5 | $ 6.04 | $ 7.5 | ||||
Series A Preferred Stock | Fractional Shares | |||||||
Class of Stock [Line Items] | |||||||
Dividends payable in cash | $ 6 | ||||||
Total dividends | $ 6 | ||||||
Dividends per share (in usd per share) | $ 0.04 | $ 0.04 |
CAPITAL STRUCTURE - Narrative (
CAPITAL STRUCTURE - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 10, 2017shares | Oct. 31, 2016USD ($)$ / shares | Dec. 31, 2018USD ($)vote$ / sharesshares | Dec. 31, 2017USD ($)vote$ / sharesshares | Dec. 31, 2016USD ($)shares |
Class of Stock [Line Items] | |||||
Preferred stock and temporary equity, shares authorized | 100,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Temporary equity, shares authorized | 180,000 | ||||
Temporary equity, shares outstanding | 140,846 | ||||
Temporary equity, shares issued | 140,846 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, votes per share | vote | 1 | 1 | |||
Conversion of stock, shares issued (in shares) | 24,100,000 | 24,058,000 | |||
Common stock, shares outstanding | 64,193,000 | 59,314,000 | |||
Proceeds from preferred stock issuance | $ | $ 0 | $ 0 | $ 9,907 | ||
Preferred stock deemed dividends | $ | $ 0 | $ 0 | $ 10,000 | ||
Adams Street Partners and its affiliates | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 22,700,000 | ||||
Preferred stock shares outstanding (percentage) | 36.90% | ||||
Common stock, shares outstanding | 23,700,000 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 1,317,000 | ||||
Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 9,228,000 | ||||
Series B Preferred Stock | Adams Street Partners and its affiliates | |||||
Class of Stock [Line Items] | |||||
Preferred stock shares outstanding (percentage) | 100.00% | ||||
Series C Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares issued (in shares) | 13,513,000 | ||||
Issuance price (in dollars per share) | $ / shares | $ 0.1772 | ||||
Proceeds from preferred stock issuance | $ | $ 10,000 |
CAPITAL STRUCTURE - Summary of
CAPITAL STRUCTURE - Summary of RSI Preferred Stock (Details) - USD ($) $ in Thousands | Oct. 10, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Carrying value | $ 0 | $ 0 | ||
Conversion of stock, shares issued (in shares) | 24,100,000 | 24,058,000 | ||
Additional paid-in capital | $ 108,347 | $ 94,967 | ||
Preferred stock conversion rate (in shares) | 1 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock | $ 3 | |||
Additional Paid-in Capital | ||||
Class of Stock [Line Items] | ||||
Additional paid-in capital | $ 19,539 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number of Shares | 5,500,000 | |||
Carrying value | $ 493 | |||
Liquidation Preference | $ 550 | |||
Conversion of stock, shares issued (in shares) | 1,317,000 | |||
Series A Preferred Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock | $ 0 | |||
Series A Preferred Stock | Additional Paid-in Capital | ||||
Class of Stock [Line Items] | ||||
Additional paid-in capital | $ 493 | |||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number of Shares | 38,545,000 | |||
Carrying value | $ 9,142 | |||
Liquidation Preference | $ 10,000 | |||
Conversion of stock, shares issued (in shares) | 9,228,000 | |||
Series B Preferred Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock | $ 1 | |||
Series B Preferred Stock | Additional Paid-in Capital | ||||
Class of Stock [Line Items] | ||||
Additional paid-in capital | $ 9,141 | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number of Shares | 56,441,000 | |||
Carrying value | $ 9,907 | |||
Liquidation Preference | $ 10,001 | |||
Conversion of stock, shares issued (in shares) | 13,513,000 | |||
Series C Preferred Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock | $ 2 | |||
Series C Preferred Stock | Additional Paid-in Capital | ||||
Class of Stock [Line Items] | ||||
Additional paid-in capital | $ 9,905 | |||
RSI Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number of Shares | 100,486,000 | |||
Carrying value | $ 19,542 | |||
Liquidation Preference | $ 20,551 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND WARRANTS - Narrative (Details) $ / shares in Units, £ in Thousands, $ in Thousands | Feb. 13, 2019shares | Jun. 07, 2018offering_periodshares | Oct. 10, 2017USD ($)$ / sharesshares | Oct. 31, 2014GBP (£)shares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jul. 31, 2017shares | Oct. 31, 2016shares | Jun. 30, 2016$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2007shares |
Equity [Abstract] | ||||||||||||||||||||
Shares available for future grants (in shares) | 2,758,000 | 2,413,000 | 2,758,000 | 2,413,000 | 2,899,000 | 1,652,000 | ||||||||||||||
Potential additional shares authorized for issuance | 4,800,000 | |||||||||||||||||||
Number of additional shares authorized, percentage | 4.00% | |||||||||||||||||||
Additional shares authorized (in shares) | 2,300,000 | 0 | 1,506,000 | |||||||||||||||||
Shares granted | 1,870,000 | 1,877,000 | 571,000 | |||||||||||||||||
Restricted Stock & Stock-based Compensation [Abstract] | ||||||||||||||||||||
Compensation expense recognized | $ | $ 4,394 | $ 2,963 | $ 2,297 | |||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares outstanding | 18,128,000 | 18,128,000 | 3,378,000 | |||||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.16 | $ 5.64 | ||||||||||||||||||
Warrant liability | $ | $ 23,621 | $ 7,269 | ||||||||||||||||||
Shares issued (in shares) | 2,897 | |||||||||||||||||||
Fair value adjustment for warrants | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,285 | $ 5,817 | $ 7,648 | $ 602 | $ 0 | 16,352 | $ (1,578) | |||||||||
Two Thousands And Seven Plan | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Stock options outstanding (in common shares) | 6,000,000 | 6,000,000 | ||||||||||||||||||
Two Thousands And Thirteen Plan | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Stock options outstanding (in common shares) | 5,900,000 | 5,900,000 | ||||||||||||||||||
Common stock reserved for options (shares) | 4,800,000 | |||||||||||||||||||
Stock Plans | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Exercise price as percentage of fair value | 100.00% | 100.00% | ||||||||||||||||||
Maximum term (years) | 10 years | |||||||||||||||||||
Percentage of options vested | 33.33% | |||||||||||||||||||
Common Class B | Two Thousands And Seven Plan | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Common stock reserved for options (shares) | 14,300,000 | |||||||||||||||||||
Original Warrants | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares outstanding | 2,651,000 | 2,700,000 | ||||||||||||||||||
Warrant liability | $ | 18,538 | $ 5,705 | ||||||||||||||||||
Anti-dilution Warrants | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Warrant liability | $ | $ 23,600 | $ 23,600 | ||||||||||||||||||
Anti-Dilution Warrant | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares outstanding | 727,000 | |||||||||||||||||||
Warrant liability | $ | $ 5,083 | $ 1,564 | ||||||||||||||||||
Guarantee Warrants | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares issued (in shares) | 83,000 | |||||||||||||||||||
Guarantee term (years) | 3 years | |||||||||||||||||||
Maximum service agreement support (gbp) | £ | £ 550 | |||||||||||||||||||
Shares from exercise of warrants (in shares) | 43,000 | |||||||||||||||||||
Original warrant fair value | $ | $ 441 | |||||||||||||||||||
Fair value adjustment for warrants | $ | 380 | (7) | ||||||||||||||||||
Redeemable Origination Agent Warrants | Original Warrants | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares outstanding | 3,440,000 | 3,440,000 | ||||||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 5.64 | $ 5.64 | ||||||||||||||||||
Redeemable Origination Agent Warrants | Merger Warrant | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares outstanding | 3,400,000 | 3,400,000 | ||||||||||||||||||
Redeemable Origination Agent Warrants | Anti-Dilution Warrant | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Shares outstanding | 700,000 | |||||||||||||||||||
Stock options | ||||||||||||||||||||
Restricted Stock & Stock-based Compensation [Abstract] | ||||||||||||||||||||
Intrinsic value of vested options | $ | $ 9,500 | 7,900 | $ 9,500 | $ 7,900 | $ 200 | |||||||||||||||
Weighted average fair value of options granted (usd per share) | $ / shares | $ 2.73 | $ 2.68 | $ 2.19 | |||||||||||||||||
Average vesting period (years) | 1 year 8 months 1 day | |||||||||||||||||||
Unrecognized compensation cost | $ | 4,000 | $ 3,200 | $ 4,000 | $ 3,200 | $ 1,900 | |||||||||||||||
Restricted stock units | ||||||||||||||||||||
Restricted Stock & Stock-based Compensation [Abstract] | ||||||||||||||||||||
Weighted average fair market value (usd per share) | $ / shares | $ 8.30 | |||||||||||||||||||
Fair value of underlying shares | $ | $ 1,700 | |||||||||||||||||||
Compensation expense recognized | $ | 1,200 | |||||||||||||||||||
Unrecognized compensation expense | $ | $ 500 | $ 500 | ||||||||||||||||||
Average vesting period (years) | 4 months 24 days | |||||||||||||||||||
Restricted stock units | Two Thousands And Thirteen Plan | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Additional RSUs granted (shares) | 200,000 | |||||||||||||||||||
Restricted stock units | Minimum | Two Thousands And Thirteen Plan | ||||||||||||||||||||
Restricted Stock & Stock-based Compensation [Abstract] | ||||||||||||||||||||
RSU vesting period (months) | 12 months | |||||||||||||||||||
Restricted stock units | Maximum | Two Thousands And Thirteen Plan | ||||||||||||||||||||
Restricted Stock & Stock-based Compensation [Abstract] | ||||||||||||||||||||
RSU vesting period (months) | 24 months | |||||||||||||||||||
Employee Stock | ||||||||||||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||||||||||||
ESPP maximum shares available | 5,000,000 | |||||||||||||||||||
ESPP common stock price (percentage of fair market value)) | 85.00% | |||||||||||||||||||
Number of offering periods | offering_period | 2 | |||||||||||||||||||
Length of offering period (months) | 6 months | |||||||||||||||||||
Shares issued in period (in shares) | 0 | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Additional shares authorized (in shares) | 2,600,000 | |||||||||||||||||||
Shares granted | 232,500 | |||||||||||||||||||
Subsequent Event | Restricted stock units | ||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||
Additional RSUs granted (shares) | 12,000 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND WARRANTS - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares granted | 1,870 | 1,877 | 571 |
Shares forfeited | (69) | (298) | (225) |
Shares expired | (45) | (1,093) | (87) |
Shares vested, end of year | 300 | ||
Stock Options Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares outstanding, beginning of year | 12,130 | 12,863 | 12,639 |
Shares granted | 1,870 | 1,877 | 571 |
Shares forfeited | (69) | (298) | (225) |
Shares expired | (45) | (1,093) | (87) |
Shares exercised | (1,982) | (1,219) | (35) |
Shares outstanding, end of year | 11,904 | 12,130 | 12,863 |
Shares vested, end of year | 9,211 | 10,033 | 11,369 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Price outstanding, beginning of year (usd per share) | $ 2.95 | $ 1.94 | $ 1.84 |
Price granted (usd per share) | 7.87 | 7.63 | 5.79 |
Price forfeited (usd per share) | 7.96 | 6.93 | 5.63 |
Price expired (usd per share) | 5.96 | 0.55 | 3.63 |
Price exercised (usd per share) | 1.03 | 0.71 | 1.41 |
Price outstanding, end of year (usd per share) | 4 | 2.95 | 1.94 |
Price vested, end of year (usd per share) | $ 2.91 | $ 2.09 | $ 1.51 |
Term outstanding, end of year (years) | 5 years 1 month 6 days | 4 years 10 months 24 days | 4 years 7 months 6 days |
Term vested, end of year (years) | 3 years 10 months 24 days | 4 years | 4 years 1 month 6 days |
Stock Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Term vested, end of year (years) | 10 years | ||
Footnotes [Abstract] | |||
Value of stock options outstanding | $ 23 | $ 60.4 | $ 28.7 |
Value of vested stock options | $ 23 | $ 58.4 | $ 28.7 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND WARRANTS - Share Available For Grant (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Available For Grant [Roll Forward] | |||
Available, beginning of year (in shares) | 2,413 | 2,899 | 1,652 |
Stock options granted (in shares) | (1,870) | (1,877) | (571) |
RSU's granted (in shares) | (199) | 0 | 0 |
Expired options under 2007 Plan (in shares) | 45 | 1,093 | 87 |
Shares forfeited | 69 | 298 | 225 |
Additional shares authorized (in shares) | 2,300 | 0 | 1,506 |
Available, end of year (in shares) | 2,758 | 2,413 | 2,899 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND WARRANTS - Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |||
Expected life (in years) | 5 years 10 months 24 days | 5 years 10 months 24 days | 6 years |
Volatility (percentage) | 31.00% | 33.00% | 37.00% |
Dividend yield (percentage) | 0.00% | 0.00% | 0.00% |
Risk-free interest rate (percentage) | 2.80% | 1.90% | 1.40% |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND WARRANTS - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | $ 4,394 | $ 2,963 | $ 2,297 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | 885 | 399 | 286 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | 1,865 | 1,411 | 764 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | $ 1,644 | $ 1,153 | $ 1,247 |
STOCK-BASED COMPENSATION AND _8
STOCK-BASED COMPENSATION AND WARRANTS - Outstanding Warrants (Details) $ / shares in Units, $ in Thousands | May 26, 2015day$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares | Oct. 10, 2017$ / shares | Jun. 30, 2016$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.16 | $ 5.64 | ||||||||||||
Shares outstanding | shares | 18,128,000 | 18,128,000 | 3,378,000 | |||||||||||
Number of shares for warrant (in shares) | shares | 2,700,000 | |||||||||||||
Gain (loss) on change in fair value of redeemable warrants | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,285 | $ 5,817 | $ 7,648 | $ 602 | $ 0 | $ 16,352 | $ (1,578) | |||
Original Warrants | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Shares outstanding | shares | 2,651,000 | 2,700,000 | ||||||||||||
GPIA Public Warrants | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||
Shares outstanding | shares | 8,625,000 | 8,625,000 | ||||||||||||
GP Sponsor Private Placement Warrants | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||
Shares outstanding | shares | 6,063,000 | 6,063,000 | ||||||||||||
Public Warrants | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.5 | |||||||||||||
Number of shares for warrant (in shares) | shares | 8,625,000 | |||||||||||||
Warrant redemption price (usd per share) | $ / shares | $ 0.01 | |||||||||||||
Redemption threshold (usd per share) | $ / shares | $ 18 | |||||||||||||
Threshold trading days | day | 20 | |||||||||||||
Threshold consecutive trading days | day | 30 | |||||||||||||
Private Placement Warrants | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1 | |||||||||||||
Number of shares for warrant (in shares) | shares | 6,062,500 | |||||||||||||
Redeemable Origination Agent Warrants | Original Warrants | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 5.64 | $ 5.64 | ||||||||||||
Shares outstanding | shares | 3,440,000 | 3,440,000 |
STOCK-BASED COMPENSATION AND _9
STOCK-BASED COMPENSATION AND WARRANTS - RSI Redeemable Warrants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 10, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares outstanding | 3,378 | 18,128 | 3,378 | |||||
Value at issuance | $ 10,331 | |||||||
Loss (gain) from changes in fair value | $ 16,352 | (3,062) | ||||||
Warrant liability | 23,621 | $ 7,269 | $ 7,269 | |||||
Volatility (percentage) | 31.00% | 33.00% | 37.00% | |||||
Risk-free interest rate (percentage) | 2.80% | 1.90% | 1.40% | |||||
Overall discount rate | 25.00% | |||||||
Original Warrants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares outstanding | 2,651 | 2,700 | 2,651 | |||||
Value at issuance | $ 8,800 | $ 8,847 | ||||||
Loss (gain) from changes in fair value | 12,833 | (3,142) | ||||||
Warrant liability | 18,538 | $ 5,705 | $ 5,705 | |||||
Anti-Dilution Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares outstanding | 727 | 727 | ||||||
Value at issuance | $ 1,484 | |||||||
Loss (gain) from changes in fair value | 3,519 | 80 | ||||||
Warrant liability | $ 5,083 | $ 1,564 | $ 1,564 | |||||
Anti-dilution Warrants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrant liability | $ 23,600 | |||||||
Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Discount rate for lack of marketability (percentage) | 6.00% | |||||||
Overall discount rate | 20.00% | |||||||
Business acquisition share price (usd per share) | $ 10 | |||||||
Minimum | Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Projected revenue multiples | 1.7 | 1.7 | ||||||
Volatility (percentage) | 46.00% | 44.00% | ||||||
Risk-free interest rate (percentage) | 1.10% | 1.10% | 0.50% | |||||
Discount rate for lack of marketability (percentage) | 26.00% | |||||||
Maximum | Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Projected revenue multiples | 1.8 | 2 | ||||||
Volatility (percentage) | 48.00% | 48.00% | 65.00% | |||||
Risk-free interest rate (percentage) | 1.50% | 1.40% | ||||||
Discount rate for lack of marketability (percentage) | 31.00% | |||||||
Redeemable Origination Agent Warrants | Original Warrants | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares outstanding | 3,440 | |||||||
Redeemable Origination Agent Warrants | Merger Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares outstanding | 3,400 | |||||||
Redeemable Origination Agent Warrants | Anti-Dilution Warrant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares outstanding | 700 |
INCOME TAXES - Loss Before Inco
INCOME TAXES - Loss Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (72,235) | $ (56,268) | $ (14,644) |
International | 6,262 | 4,290 | 3,239 |
Loss before income taxes | $ (65,973) | $ (51,978) | $ (11,405) |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
Income tax benefit at statutory U.S. federal rate | $ 13,854 | $ 17,673 | $ 3,877 | ||||||||
Income tax benefit attributable to U.S. states, net | (362) | 1,469 | 380 | ||||||||
Permanent differences: | |||||||||||
Non-deductible expenses | (247) | (284) | (301) | ||||||||
Stock-based compensation | 918 | (862) | (299) | ||||||||
Other | (24) | (215) | (256) | ||||||||
Global intangible low taxed income | (1,027) | 0 | 0 | ||||||||
Change in statutory federal tax rate | 0 | (31,826) | 0 | ||||||||
Transition tax | 0 | (1,503) | 0 | ||||||||
Foreign rate differential and foreign tax credits | (511) | 522 | (211) | ||||||||
Reclassification of warrant to equity and other | 69 | (8,828) | 1,421 | ||||||||
(Increase) decrease in valuation allowance | (14,662) | 22,535 | (6,143) | ||||||||
Total income tax expense | $ (419) | $ (510) | $ (547) | $ (516) | $ (676) | $ (385) | $ 183 | $ (441) | $ (1,992) | $ (1,319) | $ (1,532) |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax expense: | |||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||
State | (112) | (140) | (98) | ||||||||
Foreign | (2,115) | (1,303) | (1,954) | ||||||||
Total current income tax expense | (2,227) | (1,443) | (2,052) | ||||||||
Deferred income tax benefit: | |||||||||||
Federal | 0 | 0 | 0 | ||||||||
State | 0 | 0 | 0 | ||||||||
Foreign | 235 | 124 | 520 | ||||||||
Total deferred income tax benefit | 235 | 124 | 520 | ||||||||
Total income tax expense | $ (419) | $ (510) | $ (547) | $ (516) | $ (676) | $ (385) | $ 183 | $ (441) | $ (1,992) | $ (1,319) | $ (1,532) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 45,639 | $ 45,032 |
Deferred revenue | 6,635 | 7,907 |
Accounts payable and accrued expenses | 2,499 | 6,355 |
Debt financing interest and fees | 0 | 4,712 |
Stock-based compensation | 1,539 | 1,286 |
Capital loss carryforwards | 1,288 | 1,439 |
Tax credit carryforwards | 423 | 571 |
Deferred rent and other | 1,529 | 401 |
Embedded derivative liability | 0 | 425 |
Foreign deferred assets | 1,357 | 1,263 |
Deferred Tax Assets, Tax Credit Carryforwards, General Business | 22,946 | 0 |
Gross deferred income tax assets | 83,855 | 69,391 |
Valuation allowance for deferred income tax assets | (82,905) | (68,367) |
Net deferred income tax assets | 950 | 1,024 |
Deferred income tax liabilities: | ||
Other | (41) | (305) |
Deferred tax assets, net | $ 909 | $ 719 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Income Taxes [Line Items] | |||
Corporate tax rate (percentage) | 21.00% | 35.00% | |
Limitation of tax deduction for interest expense (percentage) | 30.00% | ||
Limitation of deduction for net operating losses (percentage) | 80.00% | ||
Provisional decrease of deferred tax assets | $ 31,800 | ||
Global intangible low taxed income | 1,027 | $ 0 | $ 0 |
Increase (decrease) in valuation allowance | 14,662 | $ (22,535) | $ 6,143 |
Unremitted earnings of foreign subsidiaries | 15,200 | ||
Deferred tax liability for unremitted foreign earnings | 1,500 | ||
Domestic Tax Authority | |||
Schedule Of Income Taxes [Line Items] | |||
Net operating loss carryforwards | 174,200 | ||
Domestic Tax Authority | Foreign Tax Credit Carryforward | |||
Schedule Of Income Taxes [Line Items] | |||
Foreign tax credit carryforwards | 400 | ||
State and Local Jurisdiction | |||
Schedule Of Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 150,100 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 4,942 |
2020 | 4,058 |
2021 | 3,765 |
2022 | 2,936 |
2023 | 370 |
Thereafter | 349 |
Total | $ 16,420 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jul. 19, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
2019 | $ 414 | $ 5,400 | |
2020 | 155 | ||
2021 | 72 | ||
Total minimum lease payments | 641 | ||
Less amounts representing interest | 40 | ||
Present value of minimum lease payments | 601 | ||
Less current portion, included in accrued expenses | 387 | $ 533 | |
Long term obligation, included in other long-term liabilities | $ 214 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Leased Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Leased computer equipment | $ 3,109 | $ 2,722 |
Less accumulated depreciation | (2,346) | (1,744) |
Net | $ 763 | $ 978 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Series A Preferred Stock Dividends (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Dividends Payable [Line Items] | |
2019 | $ 18,656 |
2020 | 19,223 |
2021 | 19,806 |
2022 | 20,407 |
2023 | 11,490 |
Total | 89,582 |
Cash Dividend | |
Dividends Payable [Line Items] | |
2019 | 14,351 |
2020 | 14,787 |
2021 | 15,235 |
2022 | 15,698 |
2023 | 8,838 |
Total | 68,909 |
Payment In Kind Dividend | |
Dividends Payable [Line Items] | |
2019 | 4,305 |
2020 | 4,436 |
2021 | 4,571 |
2022 | 4,709 |
2023 | 2,652 |
Total | $ 20,673 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | Mar. 04, 2019 | Jul. 19, 2018 | Mar. 30, 2018 | Oct. 10, 2017 | Mar. 31, 2017 | Jan. 31, 2018 | Apr. 30, 2017 | Oct. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2017 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments And Contingencies [Line Items] | ||||||||||||||||
Rent expense | $ 5,600 | $ 5,000 | $ 4,200 | |||||||||||||
Discretionary employer contribution (percentage) | 100.00% | |||||||||||||||
Eligible compensation (percentage) | 4.00% | |||||||||||||||
Matching contribution | $ 2,100 | 1,700 | 1,400 | |||||||||||||
Pre-judgment interest on litigation judgment | $ (500) | $ (20,200) | 199 | 0 | $ 0 | |||||||||||
Loss contingency receivable | 50,300 | |||||||||||||||
Litigation settlement awarded | $ 21,500 | |||||||||||||||
Loss contingency | 12,800 | |||||||||||||||
Proceeds from insurance settlement | $ 24,000 | $ 18,700 | ||||||||||||||
Settlement expenses | 600 | |||||||||||||||
Repayments of lines of credit | $ 35,000 | 14,100 | $ 6,500 | |||||||||||||
Make-whole premium payment | 4,600 | |||||||||||||||
Professional fees and other defense costs of litigation | $ 200 | $ 11,300 | ||||||||||||||
Deferred insurance settlement | 8,033 | 0 | 8,033 | |||||||||||||
Guarantor obligations | $ 19,600 | $ 30,400 | $ 19,600 | |||||||||||||
Minimum | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Lease term (months) | 12 months | |||||||||||||||
Capital lease discount rate (percentage) | 4.00% | |||||||||||||||
Maximum | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Lease term (months) | 36 months | |||||||||||||||
Capital lease discount rate (percentage) | 11.00% | |||||||||||||||
Oracle Litigation | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Damages awarded | 124,400 | |||||||||||||||
Litigation expense | $ 21,400 | $ 100,000 | ||||||||||||||
Damages paid | $ 124,400 | |||||||||||||||
Pre-judgment interest on litigation judgment | $ (3,000) | |||||||||||||||
State Computer Access Statutes and Related Taxable Costs and Interest | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Loss contingency receivable | $ 21,300 | 21,300 | ||||||||||||||
Oracles Legal Fees | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Loss contingency receivable | $ 28,500 | |||||||||||||||
Oracles Legal Fees | Minimum | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Additional expense | 1.00% | |||||||||||||||
Oracles Legal Fees | Maximum | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Additional expense | 2.00% | |||||||||||||||
Post-Judgement Interest | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Reimbursement from insurance settlement | $ 4,700 | $ 19,300 | ||||||||||||||
Subsequent Event | Oracle Litigation | ||||||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||||||
Litigation settlement awarded | $ 12,800 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | Jul. 19, 2018 | Apr. 03, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 18, 2018 | Oct. 31, 2016 |
Related Party Transaction [Line Items] | |||||||||
Imputed interest rate (percentage) | 13.00% | ||||||||
Principal payment | $ 17,900,000 | ||||||||
Shares issued (in shares) | 2,897 | ||||||||
Common Class A | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal payment | $ 400,000 | ||||||||
Shares issued (in shares) | 400,000 | ||||||||
Series A Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued (in shares) | 19,209 | ||||||||
GP Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan payable face amount | 3,000,000 | $ 3,000,000 | |||||||
Adams Street Partners and its affiliates | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash contribution | $ 10,000,000 | $ 10,000,000 | |||||||
Revenue for software support services | 1,900,000 | $ 2,200,000 | $ 1,100,000 | ||||||
Amount due from related party | $ 2,600,000 | $ 2,600,000 | 1,200,000 | ||||||
Adams Street Partners and its affiliates | Series A Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Voting rights related to temporary equity (in shares) | 19,324 | 19,324 | |||||||
Adams Street Partners and its affiliates | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares outstanding (percentage) | 32.70% | ||||||||
The Living Pages, Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Value of related party transaction | $ 0 | $ 0 | $ 28,000 | ||||||
Adams Street Partners and its affiliates | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares outstanding (percentage) | 36.90% | ||||||||
Private Placement | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Value of related party transaction | $ 19,200,000 |
LOSS PER SHARE - Basic and Dilu
LOSS PER SHARE - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Earnings Per Share [Abstract] | ||||||||||||
Net loss | $ 2,342 | $ (48,368) | $ (25,446) | $ 3,507 | $ (3,923) | $ (9,040) | $ (25,859) | $ (14,475) | $ (67,965) | $ (53,297) | $ (12,937) | |
Accrued cash dividends | (6,366) | 0 | 0 | |||||||||
PIK dividends declared | (1,902) | 0 | 0 | |||||||||
Accretion of discount | (2,373) | 0 | 0 | |||||||||
Deemed dividend for RSI Preferred Stock | 0 | 0 | (10,000) | |||||||||
Loss applicable to common stockholders | $ (3,597) | $ (53,070) | $ (25,446) | $ 3,507 | $ (3,923) | $ (9,040) | $ (25,859) | $ (14,475) | $ (78,606) | $ (53,297) | $ (22,937) | |
Weighted average number of shares of common stock outstanding (basic and diluted) | [1] | 61,384,000 | 32,229,000 | 24,262,000 | ||||||||
Net loss per share of Common Stock (basic and diluted) (usd per share) | [1] | $ (1.28) | $ (1.65) | $ (0.95) | ||||||||
Common stock dividends, shares per share | 1 | |||||||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. |
LOSS PER SHARE - Antidilutive S
LOSS PER SHARE - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 44,316 | 30,258 | 40,382 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,128 | 18,128 | 3,461 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,904 | 12,130 | 12,863 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 199 | 0 | 0 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,085 | 0 | 0 |
RSI Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 24,058 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Narrative (Details) $ in Thousands | Jul. 19, 2018USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Concentration Risk [Line Items] | |||||
Property and equipment, net | $ 3,634 | $ 4,255 | |||
Cash and cash equivalents | 24,771 | 21,950 | $ 9,385 | ||
Restricted cash | 435 | 18,077 | $ 18,852 | ||
Non-US | |||||
Concentration Risk [Line Items] | |||||
Property and equipment, net | 1,100 | 1,200 | |||
Single Financial Institution | |||||
Concentration Risk [Line Items] | |||||
Cash and cash equivalents | 19,900 | 31,000 | |||
Other Financial Institution | |||||
Concentration Risk [Line Items] | |||||
Restricted cash | $ 1,300 | $ 2,100 | |||
Series A Preferred Stock | Measurement Input, Implied Yield | |||||
Concentration Risk [Line Items] | |||||
Fair value input (percentage) | 0.205 | ||||
Series A Preferred Stock | Risk Free Interest Rate | |||||
Concentration Risk [Line Items] | |||||
Fair value input (percentage) | 0.028 | ||||
Series A Preferred Stock | Measurement Input, Price Volatility | |||||
Concentration Risk [Line Items] | |||||
Fair value input (percentage) | 0.30 | ||||
Private Placement | |||||
Concentration Risk [Line Items] | |||||
Preferred stock issued | $ 126,763 | ||||
Private Placement | Series A Preferred Stock | |||||
Concentration Risk [Line Items] | |||||
Preferred stock issued | $ 126,763 |
FINANCIAL INSTRUMENTS AND SIG_4
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Cost Method Investment [Line Items] | |||||||||||
Revenue | $ 67,707 | $ 62,629 | $ 62,649 | $ 59,805 | $ 57,904 | $ 53,611 | $ 52,048 | $ 49,070 | $ 252,790 | $ 212,633 | $ 160,175 |
United States of America | |||||||||||
Schedule Of Cost Method Investment [Line Items] | |||||||||||
Revenue | 163,219 | 144,019 | 110,746 | ||||||||
International | |||||||||||
Schedule Of Cost Method Investment [Line Items] | |||||||||||
Revenue | $ 89,571 | $ 68,614 | $ 49,429 |
UNAUDITED QUARTERLY FINANCIAL_3
UNAUDITED QUARTERLY FINANCIAL DATA - Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 67,707 | $ 62,629 | $ 62,649 | $ 59,805 | $ 57,904 | $ 53,611 | $ 52,048 | $ 49,070 | $ 252,790 | $ 212,633 | $ 160,175 |
Cost of revenue | 24,136 | 22,220 | 26,084 | 23,541 | 24,896 | 20,109 | 19,537 | 18,356 | 95,981 | 82,898 | 67,045 |
Gross profit | 43,571 | 40,409 | 36,565 | 36,264 | 33,008 | 33,502 | 32,511 | 30,714 | 156,809 | 129,735 | 93,130 |
Operating expenses: | |||||||||||
Sales and marketing | 27,599 | 22,312 | 23,097 | 20,207 | 19,074 | 17,188 | 15,801 | 14,696 | 93,215 | 66,759 | 72,936 |
General and administrative | 7,268 | 8,585 | 10,324 | 10,805 | 9,360 | 8,580 | 8,928 | 9,276 | 36,982 | 36,144 | 36,212 |
Litigation costs, net of recoveries | 5,124 | 6,990 | 9,113 | (19,969) | 249 | 365 | 301 | 3,945 | 1,258 | 4,860 | (29,949) |
Operating Expenses | 39,991 | 37,887 | 42,534 | 11,043 | 28,683 | 26,133 | 25,030 | 27,917 | 131,455 | 107,763 | 79,199 |
Operating income | 3,580 | 2,522 | (5,969) | 25,221 | 4,325 | 7,369 | 7,481 | 2,797 | 25,354 | 21,972 | 13,931 |
Interest expense | (299) | (9,499) | (9,323) | (13,409) | (9,728) | (9,152) | (14,541) | (9,936) | (32,530) | (43,357) | (13,356) |
Other debt financing expenses | 0 | (48,375) | (1,339) | (8,617) | (3,657) | (2,563) | (10,859) | (1,282) | (58,331) | (18,361) | (6,372) |
Gain (loss) from change in fair value of redeemable warrants | 0 | 0 | 0 | 0 | (2,285) | (5,817) | (7,648) | (602) | 0 | (16,352) | 1,578 |
Gain (loss) from change in fair value of embedded derivatives | 0 | 7,800 | (6,700) | 500 | 8,200 | 1,400 | (700) | (5,100) | 1,600 | 3,800 | (5,400) |
Other income (expense), net | (520) | (306) | (1,568) | 328 | (102) | 108 | 225 | 89 | (2,066) | 320 | (1,786) |
Loss before income taxes | 2,761 | (47,858) | (24,899) | 4,023 | (3,247) | (8,655) | (26,042) | (14,034) | (65,973) | (51,978) | (11,405) |
Income tax expense | (419) | (510) | (547) | (516) | (676) | (385) | 183 | (441) | (1,992) | (1,319) | (1,532) |
Net loss | 2,342 | (48,368) | (25,446) | 3,507 | (3,923) | (9,040) | (25,859) | (14,475) | (67,965) | (53,297) | (12,937) |
Net loss attributable to common stockholders | $ (3,597) | $ (53,070) | $ (25,446) | $ 3,507 | $ (3,923) | $ (9,040) | $ (25,859) | $ (14,475) | $ (78,606) | $ (53,297) | $ (22,937) |
Earnings (loss) per share attributable to common stockholders: | |||||||||||
Basic (usd per share) | $ (0.06) | $ (0.85) | $ (0.43) | $ 0.06 | $ (0.07) | $ (0.37) | $ (1.05) | $ (0.59) | |||
Diluted (usd per share) | $ (0.06) | $ (0.85) | $ (0.43) | $ 0.05 | $ (0.07) | $ (0.37) | $ (1.05) | $ (0.59) | |||
Weighted average number of common shares outstanding: | |||||||||||
Basic (shares) | 63,817 | 62,590 | 59,800 | 59,393 | 55,021 | 24,727 | 24,561 | 24,353 | |||
Diluted (shares) | 63,817 | 62,590 | 59,800 | 68,154 | 55,021 | 24,727 | 24,561 | 24,353 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ in Thousands | Mar. 07, 2019 | Mar. 04, 2019 | Jul. 19, 2018 | Mar. 30, 2018 | Oct. 10, 2017 | Oct. 09, 2017 | Oct. 03, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 18, 2018 |
Subsequent Event [Line Items] | ||||||||||||||||||||
Litigation settlement awarded | $ 21,500 | |||||||||||||||||||
Estimate of gain on litigation settlement | $ (5,124) | $ (6,990) | $ (9,113) | $ 19,969 | $ (249) | $ (365) | $ (301) | $ (3,945) | $ (1,258) | $ (4,860) | $ 29,949 | |||||||||
Shares issued (in shares) | 3,600,000 | 3,600,000 | ||||||||||||||||||
Proceeds from issuance of private placement | $ 133,000 | 133,000 | 0 | 0 | ||||||||||||||||
Discount on shares issued | $ 7,000 | |||||||||||||||||||
Payments for offering costs | 1,900 | $ 4,288 | $ 12,247 | $ 0 | ||||||||||||||||
Minimum | Scenario, Forecast | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Estimate of gain on litigation settlement | $ 8,000 | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from issuance of private placement, net | $ 20,000 | |||||||||||||||||||
Maximum | Scenario, Forecast | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Estimate of gain on litigation settlement | $ 10,000 | |||||||||||||||||||
Private Placement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from issuance of private placement | 133,000 | |||||||||||||||||||
Proceeds from issuance of private placement, net | 128,372 | |||||||||||||||||||
Payments for offering costs | 2,700 | |||||||||||||||||||
Private Placement | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from issuance of private placement | $ 6,500 | |||||||||||||||||||
Preferred stock discount, percentage | 5.00% | |||||||||||||||||||
Discount on shares issued | $ 300 | |||||||||||||||||||
Proceeds from issuance of private placement, net | 5,500 | |||||||||||||||||||
Payments for offering costs | $ 700 | |||||||||||||||||||
Private Placement | Common Stock | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from issuance of private placement | 18,227 | |||||||||||||||||||
Private Placement | Common Stock | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issued (in shares) | 219,483 | |||||||||||||||||||
Private Placement | Series A Preferred Stock | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Proceeds from issuance of private placement | $ 114,773 | |||||||||||||||||||
Private Placement | Series A Preferred Stock | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issued (in shares) | 6,500 | |||||||||||||||||||
Oracle Litigation | Subsequent Event | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Litigation settlement awarded | $ 12,800 | |||||||||||||||||||
Percentage of settlement owed to insurance company | 60.00% |