Document and Entity Information
Document and Entity Information - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 10, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
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 | $ 108,214 | ||
Entity Common Stock, Shares Outstanding | 68,005 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | [1] | |
Current assets: | ||||
Cash and cash equivalents | $ 37,952 | $ 24,771 | ||
Restricted cash | 436 | 435 | ||
Accounts receivable, net of allowance of $1,608 and $711, respectively | 111,574 | 80,599 | ||
Deferred contract costs, current | 11,754 | 11,232 | ||
Prepaid expenses and other | 15,205 | 7,657 | ||
Total current assets | 176,921 | 124,694 | ||
Long-term assets: | ||||
Property and equipment, net | 3,667 | 3,634 | ||
Deferred contract costs, noncurrent | 16,295 | 15,848 | ||
Deposits and other | 3,089 | 1,438 | ||
Deferred income taxes, net | 1,248 | 909 | ||
Total assets | 201,220 | 146,523 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 0 | 2,372 | ||
Accounts payable | 2,303 | 12,851 | ||
Accrued compensation, benefits and commissions | 27,918 | 22,503 | ||
Other accrued liabilities | 23,347 | 20,424 | ||
Deferred revenue | 205,771 | 167,747 | ||
Total current liabilities | 259,339 | 225,897 | ||
Long-term liabilities: | ||||
Deferred revenue, noncurrent | 29,727 | 28,959 | ||
Accrued PIK dividends payable | 1,156 | 1,056 | ||
Other long-term liabilities | 2,275 | 2,011 | ||
Total liabilities | 292,497 | 257,923 | ||
Commitments and contingencies (Note 11) | ||||
Redeemable Series A Preferred Stock. Authorized 180 shares, issued and outstanding 155 shares and 141 shares as of December 31, 2019 and 2018, respectively. Liquidation preference of $155,231, net of discount of $23,915 and $140,846, net of discount of $26,848 as of December 31, 2019 and 2018, respectively. | 131,316 | 113,998 | ||
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 67,503 and 64,193 shares as of December 31, 2019 and 2018, respectively | 7 | 6 | ||
Additional paid-in capital | 93,484 | 108,347 | ||
Accumulated other comprehensive loss | (1,429) | (1,567) | ||
Accumulated deficit | (314,655) | (332,184) | ||
Total stockholders' deficit | [2] | (222,593) | (225,398) | |
Total liabilities, redeemable preferred stock and stockholders' deficit | $ 201,220 | $ 146,523 | ||
[1] | See Note 3 for summary of adjustments | |||
[2] | See Note 3 for summary of adjustments. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,608 | $ 711 |
Temporary equity, shares authorized | 180,000 | 180,000 |
Temporary equity, shares issued | 155,231 | 141,000 |
Temporary equity, shares outstanding | 155,231 | 141,000 |
Temporary equity, liquidation preference | $ 155,231 | $ 140,846 |
Temporary equity, discount on shares | $ 23,915 | $ 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 | 67,503,000 | 64,193,000 |
Common stock, shares outstanding | 67,503,000 | 64,193,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Income Statement [Abstract] | |||||||
Revenue | $ 281,052 | $ 253,460 | [1] | $ 214,860 | [1] | ||
Cost of revenue | 105,106 | 95,981 | [1] | 82,898 | [1] | ||
Gross profit | 175,946 | 157,479 | [1] | 131,962 | [1] | ||
Operating expenses: | |||||||
Sales and marketing | 107,280 | 89,493 | [1] | 65,684 | [1] | ||
General and administrative | 47,364 | 37,204 | [1] | 36,144 | [1] | ||
Professional fees and other costs of litigation | 8,002 | 30,126 | [1] | 17,171 | [1] | ||
Litigation appeal refunds | (12,775) | (21,285) | [1] | 0 | [1] | ||
Insurance costs and recoveries, net | 3,939 | (7,583) | [1] | (12,311) | [1] | ||
Litigation costs and related recoveries, net | (834) | 1,258 | [1] | 4,860 | [1] | ||
Total operating expenses | 153,810 | 127,955 | [1] | 106,688 | [1] | ||
Operating income | 22,136 | 29,524 | [1] | 25,274 | [1] | ||
Non-operating expenses: | |||||||
Interest expense | (398) | (32,530) | [1] | (43,357) | [1] | ||
Other debt financing expenses | 0 | (58,331) | [1] | (18,361) | [1] | ||
Loss from change in fair value of redeemable warrants | 0 | 0 | [1] | (16,352) | [1] | ||
Gain from change in fair value of embedded derivatives | 0 | 1,600 | [1] | 3,800 | [2] | ||
Other income (expenses), net | (1,495) | (2,222) | [1] | 291 | [1] | ||
Income (loss) before income taxes | 20,243 | (61,959) | [1] | (48,705) | [1] | ||
Income tax expense | 2,714 | 1,992 | [1] | 1,319 | [1] | ||
Net income (loss) | 17,529 | [3] | (63,951) | [3] | (50,024) | [1] | |
Other comprehensive income (loss): | |||||||
Foreign currency translation loss | 138 | [3] | (700) | [1] | 179 | [1] | |
Comprehensive income (loss) | 17,667 | (64,651) | [1] | (49,845) | [1] | ||
Net loss attributable to common stockholders | $ (7,914) | $ (74,592) | [1] | $ (50,024) | [1] | ||
Net loss per share applicable to common stockholders (basic and diluted) (in dollars per share) | [4] | $ (0.12) | $ (1.22) | [1] | $ (1.55) | [1] | |
Weighted average number of shares of common stock outstanding (basic and diluted) | [4] | 66,050,000 | 61,384,000 | [1] | 32,229,000 | [1] | |
[1] | See Note 3 for summary of adjustments. | ||||||
[2] | See Note 3 for summary of adjustments. | ||||||
[3] | See Note 3 for summary of adjustments. | ||||||
[4] | See Note 1 for discussion of reverse recapitalization given effect herein. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Private Placement | [2] | Common Stock | Common StockPrivate Placement | Additional Paid-in Capital | [1] | Additional Paid-in CapitalPrivate Placement | [1] | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | RSI Preferred Stock | |||||
Balance period start (in shares) at Dec. 31, 2016 | [1] | 24,282 | 100,486 | ||||||||||||||
Balance period start at Dec. 31, 2016 | $ (180,609) | [2] | $ 2 | [1] | $ 19,102 | $ (1,046) | $ (218,209) | [2] | $ 19,542 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Stock-based compensation | 2,963 | [2] | 2,963 | ||||||||||||||
Warrant fair value adjustment | 380 | [2] | 380 | ||||||||||||||
Issuance of shares upon exercise of stock options (in shares) | [1] | 1,219 | |||||||||||||||
Exercise of stock options for cash | 872 | [2] | 872 | ||||||||||||||
Conversion of RSI Preferred Stock (in shares) | [1] | 24,058 | (100,486) | ||||||||||||||
Conversion of RSI Preferred Stock | 0 | [2] | $ 3 | [1] | 19,539 | $ (19,542) | [1] | ||||||||||
Cashless exercise of warrant (in shares) | [1] | 43 | |||||||||||||||
Cashless exercise of warrant | [2] | 0 | |||||||||||||||
Elimination of redemption liability for Origination Agent warrants | 23,621 | [2] | 23,621 | ||||||||||||||
Net equity infusion from Mergers (in shares) | [1] | 9,324 | |||||||||||||||
Net equity infusion from Mergers | 38,927 | [2] | $ 1 | [1] | 38,926 | ||||||||||||
Financial advisors for transaction costs (in shares) | [1] | 388 | |||||||||||||||
Financial advisors for transaction costs | 3,884 | [2] | 3,884 | ||||||||||||||
Transaction costs incurred by RSI | (14,282) | [2] | (14,282) | ||||||||||||||
Cash paid to settle stock options of former employees | (38) | [2] | (38) | ||||||||||||||
Foreign currency translation loss | 179 | [3] | 179 | ||||||||||||||
Net income (loss) | (50,024) | [3] | (50,024) | [2] | |||||||||||||
Balance period end (in shares) at Dec. 31, 2017 | [1] | 59,314 | 0 | ||||||||||||||
Balance period end at Dec. 31, 2017 | (174,127) | [2] | $ 6 | [1] | 94,967 | (867) | (268,233) | [2] | $ 0 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Stock-based compensation | 4,394 | [2] | 4,394 | ||||||||||||||
Issuance of shares upon exercise of stock options (in shares) | [1] | 1,982 | |||||||||||||||
Exercise of stock options for cash | 2,034 | [2] | 2,034 | ||||||||||||||
Issuance of Common Stock (shares) | [1] | 2,897 | |||||||||||||||
Issuance of Common Stock | $ 17,593 | $ 17,593 | |||||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | 2,373 | [2] | (2,373) | ||||||||||||||
Dividends, Cash | (6,366) | [2] | (6,366) | ||||||||||||||
Dividends, Paid-in-kind | (1,902) | [2] | (1,902) | ||||||||||||||
Foreign currency translation loss | (700) | [3] | (700) | ||||||||||||||
Net income (loss) | [2] | (63,951) | (63,951) | ||||||||||||||
Balance period end (in shares) at Dec. 31, 2018 | [1] | 64,193 | 0 | ||||||||||||||
Balance period end at Dec. 31, 2018 | (225,398) | [2],[4] | $ 6 | [1] | 108,347 | (1,567) | (332,184) | [2] | $ 0 | [1] | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Stock-based compensation | 5,532 | [2] | 5,532 | ||||||||||||||
Issuance of shares upon exercise of stock options (in shares) | [1] | 2,780 | |||||||||||||||
Exercise of stock options for cash | 3,335 | [2] | $ 1 | [1] | 3,334 | ||||||||||||
Restricted stock units vested (shares) | [1] | 178 | |||||||||||||||
Restricted stock units vested | [2] | 0 | |||||||||||||||
Issuance of Common Stock (shares) | [1] | 145 | 207 | ||||||||||||||
Issuance of Common Stock | 779 | [2] | $ 935 | 779 | $ 935 | ||||||||||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | (5,848) | [2] | (5,848) | ||||||||||||||
Dividends, Cash | (15,073) | [2] | (15,073) | ||||||||||||||
Dividends, Paid-in-kind | (4,522) | [2] | (4,522) | ||||||||||||||
Foreign currency translation loss | 138 | [2] | 138 | ||||||||||||||
Net income (loss) | [2] | 17,529 | 17,529 | ||||||||||||||
Balance period end (in shares) at Dec. 31, 2019 | [1] | 67,503 | 0 | ||||||||||||||
Balance period end at Dec. 31, 2019 | $ (222,593) | [2] | $ 7 | [1] | $ 93,484 | $ (1,429) | $ (314,655) | [2] | $ 0 | [1] | |||||||
[1] | See Note 1 for discussion of reverse recapitalization given effect herein. | ||||||||||||||||
[2] | See Note 3 for summary of adjustments. | ||||||||||||||||
[3] | See Note 3 for summary of adjustments. | ||||||||||||||||
[4] | See Note 3 for summary of adjustments |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ 17,529 | [1] | $ (63,951) | [1] | $ (50,024) | [2] | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Accretion and amortization of debt discount and issuance costs | 185 | 13,331 | [3] | 24,890 | [3] | ||
Write-off of debt discount and issuance costs | 0 | 54,536 | [3] | 12,071 | [3] | ||
Loss from change in fair value of redeemable warrants | 0 | 0 | [3] | 16,352 | [3] | ||
Gain from change in fair value of embedded derivatives | 0 | (1,600) | [2] | (3,800) | [3] | ||
Paid-in-kind interest expense | 0 | 1,886 | [3] | 2,966 | [3] | ||
Stock-based compensation expense | 5,532 | 4,394 | [3] | 2,963 | [3] | ||
Depreciation and amortization | 1,913 | 1,838 | [3] | 1,973 | [3] | ||
Write-off of deferred debt financing costs | 0 | 704 | [3] | 0 | [3] | ||
Deferred income taxes | (337) | (235) | [3] | (124) | [3] | ||
Other | 138 | 0 | [3] | 381 | [3] | ||
Make-whole applicable premium included in interest expense | 0 | 10,410 | [3] | 4,607 | [3] | ||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (31,221) | (18,036) | [3] | (8,348) | [3] | ||
Prepaid expenses, deposits and other | (9,244) | 555 | [3] | (3,359) | [3] | ||
Deferred contract costs | (968) | (3,722) | [3] | (1,075) | [3] | ||
Accounts payable | (10,513) | 2,875 | [3] | 1,200 | [3] | ||
Accrued compensation, benefits, commissions and other liabilities | 8,262 | (1,541) | [3] | 5,623 | [3] | ||
Deferred insurance settlement | 0 | (8,033) | [3] | 8,033 | [3] | ||
Deferred revenue | 39,110 | 28,971 | [3] | 14,834 | [3] | ||
Net cash provided by operating activities | 20,386 | 22,382 | [3] | 29,163 | [3] | ||
CASH FLOWS USED IN INVESTING ACTIVITIES: | |||||||
Capital expenditures | (1,872) | (1,053) | [3] | (1,392) | [3] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 9,110 | 133,000 | [3] | 0 | [3] | ||
Principal payments on borrowings | (2,555) | (145,807) | [3] | (41,994) | [3] | ||
Make-whole applicable premium related to prepayment of borrowings | 0 | (10,410) | [3] | (4,607) | [3] | ||
Payments for deferred offering and finance costs | (452) | (10,159) | [3] | (12,361) | [3] | ||
Proceeds from exercise of employee stock options | 3,335 | 2,034 | [3] | 872 | [3] | ||
Payment of cash dividends on Series A Preferred Stock | (14,742) | (2,845) | [3] | 0 | [3] | ||
Principal payments on capital leases | (433) | (587) | [3] | (776) | [3] | ||
Proceeds from capital infusion in reverse recapitalization | 0 | 0 | [3] | 42,414 | [3] | ||
Cash paid to settle stock options of former employees | 0 | 0 | [3] | (38) | [3] | ||
Net cash used in financing activities | (5,737) | (34,774) | [3] | (16,490) | [3] | ||
Effect of foreign currency changes on cash | 405 | (1,376) | [3] | 509 | [3] | ||
Net change in cash, cash equivalents and restricted cash | 13,182 | (14,821) | [3] | 11,790 | [3] | ||
Cash, cash equivalents and restricted cash at beginning of year | [3] | 25,206 | 40,027 | 28,237 | |||
Cash, cash equivalents and restricted cash at end of year | 38,388 | 25,206 | [3] | 40,027 | [3] | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||
Cash paid for interest | 230 | 19,321 | 16,542 | ||||
Cash paid for income taxes | 2,184 | 1,765 | 1,730 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Fair value of 292 and 2,897 shares of Common Stock issued for no consideration in 2019 and 2018, respectively | 1,098 | 20,131 | 0 | ||||
Original issuance discount on Series A Preferred Stock | 500 | 7,000 | 0 | ||||
Transaction costs | 390 | 0 | 0 | ||||
Issuance of 120 shares of Common Stock regarding consent for Private Placements | 638 | 0 | 0 | ||||
Accrued cash dividends | 3,889 | 3,521 | 0 | ||||
Accrued PIK dividends | 1,156 | 1,056 | 0 | ||||
Accretion of discount on Series A Preferred Stock | 5,848 | 2,373 | 0 | ||||
Issuance of Series A Preferred Stock for PIK Dividends | 4,385 | 846 | 0 | ||||
Adjustment for updated calculation of mandatory trigger event exit fees | 0 | 3,952 | 9,414 | ||||
Increase in principal for debt discount on GP Sponsor loan | 0 | 167 | 0 | ||||
Purchase of equipment under capital lease obligations | 206 | 353 | 214 | ||||
Capital expenditures | 0 | 0 | 65 | ||||
Debt discount for amendment fees under Credit Facility | 0 | 0 | 5,000 | ||||
Credit Facility exit fee obligations converted to principal | 0 | 0 | 50,000 | ||||
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers | 0 | 0 | 23,621 | ||||
Conversion of RSI Preferred Stock to Common Stock in connection with the Mergers | 0 | 0 | 19,542 | ||||
RSI financial advisor for transaction costs | 0 | 0 | 2,375 | ||||
GPIA deferred underwriting fee liability as reduction of capital infusion | 0 | 0 | 1,509 | ||||
Assumption of note payable to GP Sponsor in connection with the Mergers | 0 | 0 | 1,992 | ||||
Acquisition of prepaid expenses in connection with the Mergers | $ 0 | $ 0 | $ 14 | ||||
[1] | See Note 3 for summary of adjustments. | ||||||
[2] | See Note 3 for summary of adjustments. | ||||||
[3] | See Note 3 for summary of adjustments. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares issued in non-cash transactions | 292 | 2,897 |
Common Stock | Private Placement | ||
Shares issued in non-cash transactions | 120 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
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 4, 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. 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, 2019, 2018 and 2017 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, 2019 | |
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, 2019, the Company's current liabilities exceeded its current assets by $82.4 million, and the Company earned net income of $17.5 million for the year ended December 31, 2019. As of December 31, 2019, the Company had available cash, cash equivalents and restricted cash of $38.4 million. As of December 31, 2019, the Company’s current liabilities included $205.8 million of deferred revenue whereby the historical costs of fulfilling the Company’s commitments to provide services to its customers was approximately 37% of the related deferred revenue for the year ended December 31, 2019. As discussed in Note 7, the Company completed a third private placement on June 20, 2019, which provided additional net proceeds of $3.0 million from the sale of 3,500 shares of 13.00% Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") and 72,414 of Common Stock. On March 7, 2019, the Company had completed a second placement, which provided additional net cash proceeds of $5.0 million from the sale of 6,500 shares of the Series A Preferred Stock and 134,483 shares of Common Stock. In 2018, 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 7 that resulted in cash proceeds of $133.0 million from the sale of 140,000 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 on July 19, 2018. 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 $3.9 million to $4.3 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 6 , the Company repaid 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 $5.8 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 4, 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 6 was terminated on July 19, 2018, payments received from customers were deposited in cash accounts controlled by an agent of the lenders. Since then, restricted cash consists of 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 commence when assets are initially placed into service for their intended use. Deferred Contract Costs Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. Initial sales commissions are generally deferred and amortized over their estimated useful life, which is generally 4 years. We determined the period of benefit by taking into consideration the estimated life cycles for our customers, our technology and other factors. For the years ended December 31, 2019, 2018 and 2017, we recognized amortization expense related to deferred contract costs of $12.4 million, $11.1 million and $9.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. 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 primarily derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. Effective in fiscal year 2019 with the adoption of Accounting Standards Codification 606 ("ASC 606"), Revenue from Contracts with Customers, revenue is recognized when performance obligations, as stipulated in the contracts, are transferred to a customer for an amount that reflects the consideration the Company expects to receive in exchange for those support services and service contracts. This occurs when the contracts are executed by both parties, the rights and obligations of the parties are identified, payment terms are identified, the contracts have commercial substance and collectability of consideration is probable. The Company's contracts generally do not contain any refund provisions other than in the event of our non-performance or breach. The Company determines revenue recognition through the following steps: • Identification of the contract with the customer. • Identification of the performance obligations. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations. • Recognition of revenue when the performance obligations are satisfied. Most of the Company's contracts contain a single performance obligation for subscription support services. In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements or provides professional services. The Company’s performance obligations are evaluated for whether they can be distinct or should be accounted for as one performance obligation and primarily consist of (i) subscription support services or (ii) professional services sold on a time and materials basis. The transaction price is generally the same as the contractual price. Typically, the structure of our arrangements do not give rise to variable consideration. However, in those instances whereby variable consideration exists, the Company includes in its estimates, additional revenue for variable consideration when it has an enforceable right, the amount can be estimated reliably and its realization is probable. Subscription Services The Company’s subscription support services are part of a comprehensive support program that helps clients keep their software and systems running smoothly and in full legal compliance. Subscription support services include product support (fixes and installation support), security, advanced support (performance tuning and interoperability), strategic roadmap services (upgrade process), global tax, legal and regulatory services, global security, proactive support services, strategic roadmap services, device and user interface support and account management services. Subscription contracts are generally non-cancelable and do not contain general rights of return. The Company’s support subscription is viewed as a stand-ready performance obligation comprised of a series of distinct services that is satisfied ratably over time as the services are provided. A time-elapsed output method is used to measure progress as the Company's efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. Other Services Other services include both software licensing services and professional services. The Company’s software licensing includes both internally developed software licenses as well as third party licenses. The Company’s professional services consist of various consulting services, which include project oversight, minor software customization or enhancement, and testing of client-developed software customization. Services may be provided solely by the Company, by a partner of the Company, or in combination with the Company's partners. The Company’s professional services are generally provided under a separate statement of work from our subscription support services. Revenue is recognized as services are performed. 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 $0.9 million, $0.8 million and $0.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. Deferred revenue is a contract liability that 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 is recognized as the Company satisfies its performance obligations over the term of the contracted service period. The Company expects to recognize revenue on approximately $205.8 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. 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 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 probable 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 probable 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 upper end of the range is material. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss, if there is a reasonable possibility that the amount of loss may be material. 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 The Company measures the cost of employee and director services received in exchange for all equity awards granted, 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. 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 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 right of use ("ROU") assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months and to disclose key information about leasing arrangements. 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, are also required. The new standard, including related amendments subsequently issued by the FASB, is effective for our interim and annual periods beginning January 1, 2020. Early adoption is permitted. The new standard was initially 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 will adopt the new guidance in the first quarter of fiscal year 2020 on the alternative modified transition basis, thereby recognizing the cumulative effect of initially applying Topic 842 as an adjustment to opening accumulated deficit on the adoption date, without revising the balances in prior comparative periods. The Company plans to elect the package of practical expedients which lessens the transitional burden of implementing the new guidance. Accordingly, the Company will not reassess: 1) whether any expired or existing contracts are or contain leases; 2) the lease classification for any expired or existing leases; 3) separate lease and nonlease components; or 4) initial direct costs for any existing leases. The Company also plans to elect the land easements practical expedient allowing us to not reassess whether existing or expired land easements not accounted for as leases under previous guidance are or contain a lease under new guidance. The Company implemented internal controls and key system functionality, including a new global lease software system, to enable the preparation of financial information upon adoption. The Company has substantially completed its evaluation of the effect that the adoption of this guidance will have on its consolidated financial statements. As a result, the new lease guidance will have a material impact on our Consolidated Balance Sheets, but will not have a significant impact on our Consolidated Statements of Operations and Consolidated Statements of Cash Flows. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases; our accounting for financing leases will remain substantially unchanged. At the transition date, the Company expects the amounts of the new ROU assets and lease liabilities to be within a range of $17.5 million to $19.5 million, with no impact on retained earnings. The Company believes that substantially all of its undiscounted future minimum operating lease commitments based on its current lease portfolio that were not recognized on its consolidated balance sheet as of December 31, 2019 and as disclosed in Note 11 to the consolidated financial statements, will be subject to the new standard. |
ADOPTION OF ASC 606, REVENUE FR
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS | ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS Adoption of New Accounting Guidance on Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , codified under Accounting Standards Codification ("ASC 606"), 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 standard also includes Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, ASC 606 and Subtopic 340-40 are referred to as ASC 606. Due to the Company’s emerging growth company status and certain elections made, the new standard became effective for the Company in fiscal year 2019. In addition, as an emerging growth company for interim reporting purposes, we could elect to initially apply the standard either in the year of adoption or in the subsequent year. The Company adopted the new standard during the fourth quarter of fiscal 2019 using the full retrospective method, effective as of January 1, 2017. As a result of this election, fiscal year 2019 interim periods were reported under the previously existing U.S. GAAP, while full year 2019 results have been reported under the new standard. The Company will apply the new standard for interim reporting purposes beginning in the first quarter of fiscal 2020. The quarterly operating statement impacts for fiscal 2019 and 2018 related to the adoption of ASC 606, are disclosed in Note 15, Unaudited Quarterly Financial Data. The adoption of the new standard primarily impacts the timing of revenue recognition for our contracts due to the removal of the limitation on contingent revenue that previously existed. For instance, our accounting for non-cancelable multi-year contracts under ASC 606 requires that the total contracted revenue for the entire enforceable multi-year term be recognized ratably at the same amount in each year, even for contracts in which fees increase from year to year, whereas previously we recognized revenue ratably over the term of each annual support period. The adoption of the new standard also impacts changes in our accounting method related to the deferral of costs to obtain customer contracts, which relates primarily to sales commissions and other associated fringe benefits. Such costs were previously expensed as incurred. Under the new standard, these costs are generally capitalized and amortized over the costs’ associated term of economic benefit, which impacts the timing and the amounts of the Company’s operating expenses as well as the classification and magnitude of the deferred costs for each reporting period. We have determined that the term of economic benefit of our costs to obtain customer contracts is 4 years. Adoption of the new standard resulted in changes to the Company’s accounting policies for revenue recognition and sales commissions as detailed in Note 2, Significant Accounting Policies. We applied the following transitional practical expedients provided by the new standard: • For all periods presented before the date of initial adoption, the Company is not disclosing the amount of the transaction price allocated to the remaining performance obligations or when we will expect to recognize that amount as revenue. • For modified contracts prior to January 1, 2017, the Company shall reflect the aggregate effect of all modifications that occur subsequently in determining the transaction price, identifying the satisfied and unsatisfied performance obligations and allocation of the transaction price to the performance obligations. The results for fiscal years 2019, 2018 and 2017 are presented under the new guidance. The statements of operations impact of adopting ASC 606 for the fiscal years 2018 and 2017 is provided below (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 As Previously Reported Change As Adjusted As Previously Reported Change As Adjusted Revenue $ 252,790 $ 670 $ 253,460 $ 212,633 $ 2,227 $ 214,860 Cost of revenue 95,981 — 95,981 82,898 — 82,898 Gross profit 156,809 670 157,479 129,735 2,227 131,962 Operating expenses: Sales and marketing 93,215 (3,722) 89,493 66,759 (1,075) 65,684 General and administrative 36,982 222 37,204 36,144 — 36,144 Litigation costs and related recoveries, net 1,258 — 1,258 4,860 — 4,860 Income from operations 25,354 4,170 29,524 21,972 3,302 25,274 Other income (expense), net (2,066) (156) (2,222) 320 (29) 291 Income tax expense (1,992) — (1,992) (1,319) — (1,319) Net income (loss) (67,965) 4,014 (63,951) (53,297) 3,273 (50,024) The adjustment to general and administrative expenses was to change the provision for the allowance of doubtful accounts to match the period of when the restated revenue was recognized. The balance sheet impact of adopting ASC 606 is provided below (in thousands): December 31, 2018 As Previously Reported Change As Adjusted Accounts receivable, net of allowance $ 80,599 $ — $ 80,599 Deferred contract costs, current and noncurrent — 27,080 27,080 Prepaid expenses and other 7,099 558 7,657 Deferred income taxes 909 — 909 Deferred revenue, current and noncurrent 209,256 (12,550) 196,706 Accumulated deficit (372,372) 40,188 (332,184) The statement of cash flows impact of adopting ASC 606 is provided below (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 As Previously Reported Change As Adjusted As Previously Reported Change As Adjusted Net loss $ (67,965) $ 4,014 $ (63,951) $ (53,297) $ 3,273 $ (50,024) Prepaid expenses, deposits and other 860 (305) 555 (3,279) (80) (3,359) Deferred contract costs — (3,722) (3,722) — (1,075) (1,075) Deferred revenue 28,958 13 28,971 16,952 (2,118) 14,834 Upon adoption of ASC 606 as of January 1, 2017, the Company capitalized approximately $22.3 million for costs incurred to obtain new client contracts, which were primarily comprised of sales commissions. In addition, the Company reduced deferred revenue by $10.4 million as of January 1, 2017 due to the Company accelerating revenue recognized under ASC 606. Finally, the Company recorded contract assets of $0.2 million as of January 1, 2017, which are included in prepaid expenses and other. These changes reduced the Company's accumulated deficit by $32.9 million as of January 1, 2017. As of December 31, 2018, the Company recorded deferred contract costs, current and noncurrent, of $27.1 million. During 2019, the Company capitalized commissions for $13.3 million and amortized deferred contract costs for $12.4 million. This resulted in deferred contracts costs, current and noncurrent, balance of $28.0 million as of December 31, 2019. The Company records deferred revenue when clients provide payments prior to us completing or satisfying the related performance obligations or when the Company has issued invoices for non-cancelable fees. The deferred revenue is recognized as revenue ratably over the contract periods that the Company's services are provided. ASC 606 also introduced the concept of remaining transaction price, which is different than unbilled deferred revenue under the previous accounting guidance. Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized. As of December 31, 2019, the remaining transaction price included in deferred revenue was $205.8 million in current and $29.7 million in noncurrent. Deferred revenue activity for the years ended December 31, 2019 and 2018 is shown below (in thousands): 2019 2018 Deferred revenue, current and noncurrent, as of beginning of year $ 196,706 $ 169,010 Billings, net 319,844 281,156 Revenue recognized (281,052) (253,460) Deferred revenue, current and noncurrent, as of end of year $ 235,498 $ 196,706 |
MERGER AGREEMENT AND REVERSE RE
MERGER AGREEMENT AND REVERSE RECAPITALIZATION | 12 Months Ended |
Dec. 31, 2019 | |
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 6, 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, (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 9) 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 9 held by the Origination Agent 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, and the cash redemption feature, 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, 2019 | |
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, 2019, 2018 and 2017 cash, cash equivalents and restricted cash are as follows (in thousands): 2019 2018 2017 Cash and cash equivalents $ 37,952 $ 24,771 $ 21,950 Restricted cash: Control accounts under Credit Facility — — 17,644 Corporate credit card debts and other 436 435 433 Total restricted cash 436 435 18,077 Total cash, cash equivalents and restricted cash $ 38,388 $ 25,206 $ 40,027 Upon termination of the Credit Facility in July 2018, 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, 2019 and 2018. Allowance for Doubtful Accounts Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 * As Adjusted 2017 Allowance, beginning of year $ 711 $ 51 $ 36 Provisions 971 713 45 Write offs, net of recoveries (74) (53) (30) Allowance, end of year $ 1,608 $ 711 $ 51 * - The activity associated with the allowance for doubtful accounts for the year ended December 31, 2018 has been retrospectively restated to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. Prepaid Expenses and Other Current Assets As of December 31, 2019 and 2018, prepaid expenses and other current assets consisted of the following (in thousands): 2019 2018 * As Adjusted Prepaid expenses and deposits $ 12,390 $ 3,450 Foreign tax refunds receivable 1,819 1,048 Other 996 3,159 Total $ 15,205 $ 7,657 * - Other assets have been restated as of December 31, 2018 to include contract assets to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. Property and Equipment As of December 31, 2019 and 2018, property and equipment consisted of the following (in thousands): 2019 2018 Computer equipment $ 8,786 $ 7,853 Furniture and fixtures 2,836 2,632 Capitalized software costs 515 517 Leasehold improvements 1,251 1,142 Construction-in-progress 126 33 Total property and equipment 13,514 12,177 Less accumulated depreciation (9,847) (8,543) Property and equipment, net $ 3,667 $ 3,634 Depreciation expense was $1.9 million, $1.8 million and $2.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. Other Accrued Liabilities As of December 31, 2019 and 2018, other accrued liabilities consist of the following (in thousands): 2019 2018 Accrued sales and other taxes $ 5,752 $ 5,687 Accrued professional fees 4,367 7,035 Accrued dividends on Redeemable Series A Preferred Stock 3,889 3,521 Current maturities of capital lease obligations 222 387 Income taxes payable 1,091 767 Appeal proceeds payable to insurance company 4,388 449 Other accrued expenses 3,638 2,578 Total other accrued liabilities $ 23,347 $ 20,424 Advertising Advertising expenses were $0.9 million, $1.0 million and $1.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Other Income (Expenses), Net For the years ended December 31, 2019, 2018 and 2017, other income (expense), net consists of the following (in thousands): 2019 2018 * As Adjusted 2017 * As Adjusted Interest income: Post-judgment interest on litigation appeal award $ 212 $ 199 $ — Other 45 54 198 Write-off of deferred debt financing costs — (704) — Foreign currency transaction gain (loss) (1,640) (1,476) 162 Other expenses (112) (295) (69) Total other income (expense), net $ (1,495) $ (2,222) $ 291 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018, debt consists of the following (in thousands): 2019 2018 Credit Facility, net of DDIC $ — $ — Note payable to GPIA Sponsor, net of DDIC — 2,372 Total — 2,372 Less current maturities — 2,372 Long-term debt, net of current maturities $ — $ — 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. As discussed below, the Company has repaid the related party note payable to GP Sponsor on June 28, 2019. Also discussed below, the Company repaid in full and terminated the Credit Facility on July 19, 2018. Related Party Note Payable to GP Sponsor Upon consummation of the merger with GP Investments Acquisition Corp. ("GPIA") in May 2017, an outstanding note payable to GP Sponsor with an initial face amount of approximately $3.0 million was assumed by the Company. This note was originally non-interest bearing and was not due and payable until the outstanding principal balance under the former Credit Facility was less than $95.0 million. At the inception of this note, 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 note payable at the rate of 15.0% per annum. The net carrying value of this note payable was $2.4 million as of December 31, 2018, and the Company recognized accretion expense of $0.9 million and $0.1 million for the years ended December 31, 2018 and 2017, respectively. This note payable was amended twice in 2018, which resulted in further changes to the effective interest rate and maturity date. The second amendment to the note payable was effective on December 21, 2018 and provided for an extension of the maturity date from January 4, 2019 to June 28, 2019. In addition, the parties agreed that the note payable 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 was being accreted through the maturity date. In addition, the second amendment provided 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 Company made principal and interest payments totaling $2.7 million during the year ended December 31, 2019. The effective interest rate for accretion of DDIC was 26.4% for the period from December 21, 2018 through June 28, 2019. The note was paid off on June 28, 2019. Former 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. 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 2.5% of the outstanding principal balance during 2018 until the Credit Facility was terminated. The Credit Facility also required unused line fees of 5.0% per annum on the $17.5 million undrawn portion of the Credit Facility during 2018 until the termination date. All unused line fees and collateral monitoring fees were payable in monthly arrears and were recorded as a component of other debt financing expenses in the period incurred. 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. Termination of the Credit Facility. In connection with the closing on July 19, 2018 of the Initial Private Placement discussed in Note 7, the Company used substantially all of the $133.0 million of gross proceeds from the Initial 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 $ — Interest Expense The components of interest expense for the years ended December 31, 2019, 2018 and 2017 are presented below (in thousands): 2019 2018 2017 Credit Facility: Interest expense at 12.0% $ — $ 7,513 $ 11,954 PIK interest at 3.0% — 1,886 2,966 Accretion expense for funded debt — 11,670 23,632 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 185 905 68 Interest on other borrowings 213 146 130 Total interest expense $ 398 $ 32,530 $ 43,357 Other Debt Financing Expenses The components of other debt financing expenses for the years ended December 31, 2019, 2018 and 2017 are presented below (in thousands): 2019 2018 2017 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 Penalty under Credit Facility for delay in closing of Mergers — — 1,250 Amortization of debt issuance costs related to unfunded debt — 756 1,190 Unused line fees — 481 893 Amortization of prepaid agent fees and other — 1,002 452 Total debt financing expenses $ — $ 58,331 $ 18,361 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. These changes in fair value are reflected in the Company’s consolidated statements of operations as a gain from change in fair value of embedded derivatives. |
REDEEMABLE SERIES A PREFERRED S
REDEEMABLE SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Series A Preferred Stock | REDEEMABLE SERIES A PREFERRED STOCK 2018 Securities Purchase Agreement On July 19, 2018, the Company closed a Securities Purchase Agreement (the “2018 SPA”) with several accredited investors (the “Purchasers”) for a private placement (the “Initial Private Placement”) of (i) 140,000 shares of Series A Preferred Stock, (ii) approximately 2.9 million 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. Pursuant to the 2018 SPA, the Purchasers acquired an aggregate of 140,000 shares of Series A Preferred Stock, 2.9 million 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, 2019 are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on July 19, 2018: 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 Relative fair value allocation on July 19, 2018: Aggregate cash proceeds on July 19, 2018 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 July 19, 2018 140,000 $ 110,779 $ 17,593 $ — $ 128,372 _________________ 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the Initial Private Placement was $1,000 per for an aggregate liquidation preference of $140.0 million. The estimated fair value of the Series A Preferred Stock was approximately $126.8 million on July 19, 2018, which is the basis for allocation of the net proceeds. Please refer to Note 14 for further discussion of the valuation methodology employed. 2. 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 on the date prior to closing the transaction. 3. The aggregate cash proceeds of $133.0 million on July 19, 2018 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs of the Initial Private Placement were allocated pro rata based on the fair value of all consideration issued. 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. At the closing, the Company used the $133.0 million of proceeds from the Initial 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 former 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 Initial 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. March 2019 Securities Purchase Agreement On March 7, 2019, the Company entered into a securities purchase agreement (the “March 2019 SPA”) with an accredited investor for a private placement (the "March 2019 Private Placement") of (i) 6,500 shares of Series A Preferred Stock, (ii) 134,483 shares of Common Stock, and (iii) a Convertible Note (as defined below) with no principal balance outstanding. The shares of Series A Preferred Stock were authorized pursuant to the CoD (as defined below) and are subject to the provisions set forth in an amended Security Agreement (as defined below), a Convertible Note and a registration rights agreement that is substantially similar in all material respects to the Registration Rights Agreement (as defined below) entered into in connection with the 2018 Securities Purchase Agreement discussed below. The accredited investor in the March 2019 Private Placement is affiliated with one of the accredited investors in the Initial Private Placement. The aggregate cash proceeds from the March 2019 Private Placement were $5.8 million in cash (after an 11.0% discount or $0.7 million). The net proceeds were approximately $5.0 million after estimated transaction costs payable by the Company of $0.8 million. The transaction costs consisted of 85,000 shares of Common Stock issued to the existing holders of the Series A Preferred Stock for their consent at a cost of approximately $0.5 million and direct transaction costs of approximately $0.3 million related to due diligence and professional fees. The net proceeds were allocated based on their relative fair values at issuance of the Series A Preferred Stock and the Common Stock. The allocation of the net proceeds from the March 2019 Private Placement are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on March 7, 2019: Series A Preferred Stock 6,500 $ 5,313 (1) $ — $ — $ 5,313 Common Stock — — 722 (2) — 722 Convertible Notes — — — — — Total 6,500 $ 5,313 $ 722 $ — $ 6,035 Relative fair value allocation on March 7, 2019: Aggregate cash proceeds on March 7, 2019 6,500 $ 5,093 (3) $ 692 (3) $ — $ 5,785 Incremental and direct costs — (661) (4) (90) (4) — (751) Net carrying value on March 7, 2019 6,500 $ 4,432 $ 602 $ — $ 5,034 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the March 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $6.5 million. The estimated fair value of the Series A Preferred Stock was approximately $5.3 million on March 7, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 14 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 134,483 shares of the Common Stock was based on the closing price of $5.37 per share on the date prior to closing of the transaction. 3. The aggregate cash proceeds of $5.8 million on March 7, 2019 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs related to the March 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 85,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.5 million and financial advisory and professional fees that were incurred of approximately $0.3 million that were either paid or accrued directly by the Company as of March 31, 2019. June 2019 Securities Purchase Agreement On June 20, 2019, the Company entered into a securities purchase agreement (the "June 2019 SPA") with accredited investors for a private placement (the “June 2019 Private Placement”) of (i) 3,500 shares of Series A Preferred Stock, (ii) 72,414 shares of Common Stock, and (iii) a Convertible Note (as defined below) with no principal balance outstanding. The shares of the Series A Preferred Stock were authorized pursuant to the CoD (as defined below) and are subject to the provisions set forth in an amended Security Agreement (as defined below), a Convertible Note and a registration rights agreement that is substantially similar in all material respects to the Registration Rights Agreement (as defined below) entered into connection with the 2018 Securities Purchase Agreement discussed below. The accredited investors in the June 2019 Private Placement are not affiliated with the accredited investors in the March 2019 Private Placement (as defined below) or the Initial Private Placement. The aggregate cash proceeds from the June 2019 Private Placement were $3.3 million in cash (after a 5.0% discount or $0.2 million). The net proceeds were approximately $3.0 million after estimated transaction costs payable by the Company of $0.3 million. The transaction costs consisted of 35,000 shares of Common Stock issued to the existing holders of the Series A Preferred Stock for their consent at a cost of approximately $0.2 million and direct transaction costs of approximately $0.2 million related to professional fees of the investors, existing holders of Series A Preferred Stock and the Company. The net proceeds were allocated based on their relative fair values at issuance of the Series A Preferred Stock and the Common Stock. The allocation of the net proceeds from the June 2019 Private Placement are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on June 20, 2019: Series A Preferred Stock 3,500 $ 2,997 (1) $ — $ — $ 2,997 Common Stock — — 376 (2) — 376 Convertible Notes — — — — — Total 3,500 $ 2,997 $ 376 $ — $ 3,373 Relative fair value allocation on June 20, 2019: Aggregate cash proceeds on June 20, 2019 3,500 $ 2,954 (3) $ 371 (3) $ — $ 3,325 Incremental and direct costs — (301) (4) (38) (4) — (339) Net carrying value on June 20, 2019 3,500 $ 2,653 $ 333 $ — $ 2,986 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the June 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $3.5 million. The estimated fair value of the Series A Preferred Stock was approximately $3.0 million on June 20, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 14 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 72,414 shares of the Common Stock was based on the closing price of $5.19 per share on the date prior to closing of the transaction. 3. The aggregate cash proceeds of $3.3 million on June 20, 2019 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs related to the June 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 35,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.2 million and financial advisory and professional fees that were incurred of approximately $0.2 million that were either paid or accrued directly by the Company as of June 30, 2019. The changes in the net carrying value of Series A Preferred Stock from July 19, 2018 to December 31, 2019, including the July 19, 2019 Private Placement, the March 7, 2019 Private Placement and the June 20, 2019 Private Placement are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value on July 19, 2018 140,000 $ 110,779 Issuance of shares to settle PIK dividends on October 1, 2018 846 846 Accretion of discount for the year end December 31, 2018 — 2,373 Net carrying value as of December 31, 2018 140,846 113,998 Issuance of shares to settle PIK dividends on January 2, 2019 1,062 1,062 Additional shares issued on March 7, 2019 6,500 4,432 Issuance of shares to settle PIK dividends on April 1, 2019 1,059 1,059 Additional shares issued on June 20, 2019 3,500 2,653 Issuance of shares to settle PIK dividends on July 1, 2019 1,115 1,115 Issuance of shares to settle PIK dividends on October 1, 2019 1,149 1,149 Accretion of discount for the year ended December 31, 2019 — 5,848 Net carrying value as of December 31, 2019 155,231 $ 131,316 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 respective issuance dates 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. Agreements Related to Private Placement Transactions In connection with the completion of the Initial 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 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 Promissory Notes if certain redemption provisions of the Series A Preferred Stock are triggered in the future. In connection with both the March 2019 and June 2019 Private Placements, the Company entered into a securities purchase agreement, a Registration Rights Agreement, a First (March 2019) and Second (June 2019) Amendment to the Security Agreement, as well as issued Convertible Notes to each investor, in each case substantially in the same form as entered into by the Company in the Initial Private Placement. 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, 2019 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 fourth quarter of 2019 were paid on January 2, 2020. Accrued Cash Dividends and PIK Dividends for the fourth quarter of 2019 were paid on January 2, 2020 to holders of record on December 16, 2019. Accordingly, the Company accrued a current liability for accrued dividends payable in cash through December 31, 2019 for $3.9 million. A long-term liability was recorded for $1.2 million of dividends that accrued through December 31, 2019, and that were settled through the issuance of additional shares of Series A Preferred Stock on January 2, 2020. Presented below is a summary of total and per share dividends declared through December 31, 2019 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Dividends Cash PIK Per Share Cash Dividends at 10.0% per annum: For the year ended December 31, 2018 $ 6,360 $ — $ 6,360 $ 99.56 PIK Dividends at 3.0% per annum: For the year ended December 31, 2018 — 1,902 1,902 29.77 Fractional shares payable in cash for the year ended December 31, 2018 6 — 6 0.09 Dividends paid during the year ended December 31, 2018 (2,845) (846) (3,691) (57.78) Liability for unpaid dividends, December 31, 2018 3,521 1,056 4,577 32.50 Cash Dividends at 10.0% per annum: For the year ended December 31, 2019 15,073 15,073 99.98 PIK Dividends at 3.0% per annum: For the year ended December 31, 2019 4,485 4,485 29.75 Fractional shares payable in cash for the year ended December 31, 2019 37 — 37 0.25 Dividends paid during the year ended December 31, 2019 (14,742) (4,385) (19,127) (126.86) Liability for unpaid dividends, December 31, 2019 $ 3,889 $ 1,156 $ 5,045 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 15.5 million shares of Common Stock based on 155,231 shares of Series A Preferred Stock outstanding as of December 31, 2019. 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 original 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 2018 SPA. The Company satisfied such registration requirements in November 2018. The Registration Rights Agreements, entered into in connection with both the March 2019 and June 2019 Private Placements, require the Company to register the resale of the shares of Common Stock and Series A Preferred Stock pursuant to the March 2019 SPA and the June 2019 SPA within 120 days of the respective March 7, 2019 and June 20, 2019 closing dates. The Company satisfied such registration requirements in July 2019. Each such 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, 2019 | |
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 155,231 shares were issued and outstanding as of December 31, 2019. The specific terms of the Series A Preferred Stock are discussed in detail in Note 7. Common Stock As of December 31, 2019 and 2018, 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 |
STOCK-BASED COMPENSATION AND WA
STOCK-BASED COMPENSATION AND WARRANTS | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, stock options for approximately 3.3 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 December 31, 2019, options for approximately 5.4 million shares are outstanding and RSU's for approximately 2.9 million shares outstanding under the 2013 Plan. There are approximately 2.9 million shares available for future grants. Through December 31, 2019, grants under the 2013 Plan consist of stock options and RSU's. The 2013 Plan will expire in July 31, 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 2.7 million shares and granted both additional stock options for approximately 32,500 shares and additional RSUs of approximately 74,600 shares on February 25, 2020. 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, 2019, 2018 and 2017, as restated to give effect for the reverse recapitalization discussed in Note 1 (shares in thousands): 2019 2018 2017 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 11,904 $ 4.00 12,130 $ 2.95 12,863 $ 1.94 Granted 718 5.22 1,870 7.87 1,877 7.63 Forfeited (539) 7.68 (69) 7.96 (298) 6.93 Expired (626) 7.01 (45) 5.96 (1,093) 0.55 Exercised (2,780) 1.20 (1,982) 1.03 (1,219) 0.71 Outstanding, end of year (3)(4) 8,677 4.55 4.9 11,904 4.00 5.1 12,130 2.95 4.9 Vested, end of year (3) 6,986 4.05 4.1 9,211 2.91 3.9 10,033 2.09 4.0 ____________________ (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, 2019, 2018 and 2017, the aggregate intrinsic value of stock options outstanding was $7.7 million, $23.0 million, and $60.4 million, respectively. As of December 31, 2019, 2018 and 2017, the aggregate intrinsic value of vested stock options was $7.7 million, $23.0 million and $58.4 million, respectively. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.168 million shares as of December 31, 2019. The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Available, beginning of year 2,758 2,413 2,899 Stock options granted (718) (1,870) (1,877) RSU's granted (2,995) (199) — Expired options under 2007 Plan 626 45 1,093 Forfeited options under Stock Plans 539 69 298 Forfeited RSUs under Stock Plans 108 — — Newly authorized by Board of Directors 2,567 2,300 — Available, end of year 2,885 2,758 2,413 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, 2019, 2018 and 2017: 2019 2018 2017 Expected life (in years) 6 5.9 5.9 Volatility 35 % 31 % 33 % Dividend yield — % — % — % Risk-free interest rate 2.3 % 2.8 % 1.9 % 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, 2019, 2018, and 2017 was $10.5 million, $9.5 million and $7.9 million, respectively. The weighted-average grant date fair value per share of employee options granted for the years ended December 31, 2019, 2018 and 2017 was $1.98, $2.73 and $2.68, respectively. Restricted Stock Units For the year ended December 31, 2019, the Board of Directors granted RSU’s under the 2013 Plan for an aggregate of approximately 3.0 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 36 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 $4.84 per share on the date of grant, the aggregate fair value for the shares underlying the RSU’s amounted to $14.5 million as of the grant date that is being recognized as compensation cost over the vesting period. Accordingly, compensation expense of $3.4 million was recognized for the year ended December 31, 2019. The unrecognized portion of $9.2 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 2.3 years. Stock-Based Compensation Expense The aggregate stock-based compensation expense for stock options and RSU's for the years ended December 31, 2019, 2018 and 2017 is classified as follows (in thousands): 2019 2018 2017 Cost of revenues $ 927 $ 885 $ 399 Sales and marketing 1,821 1,865 1,411 General and administrative 2,784 1,644 1,153 Total $ 5,532 $ 4,394 $ 2,963 As of December 31, 2019, 2018 and 2017, total unrecognized compensation cost related to unvested stock options was $2.2 million, $4.0 million and $3.2 million, respectively. The remaining unrecognized costs are expected to be recognized on a straight-line basis over a weighted-average period of approximately 1.6 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 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, 2019 and 2018 (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 4 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 8.6 million 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 6.1 million 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 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 4, 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, 2017 include projected revenue multiples ranging from1.7 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) 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, 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. (4) Changes in fair value from December 31, 2017 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, 2018. (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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
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 foreign subsidiaries undistributed earnings through December 31, 2017 have been taxed under the one-time transition tax under the Tax Act. This one-time transition tax was reflected on the 2017 federal tax return as filed with the IRS, and also reported on the relevant forms 965 on the 2018 tax return as filed. The Company continues to maintain that any undistributed foreign subsidiaries’ earnings are permanently reinvested and has therefore not made any provision for additional income taxes on undistributed earnings of its 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 in the form or dividends or otherwise. 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, 2019, 2018 and 2017, income (loss) before income tax expense is as follows (in thousands): 2019 2018 (* As Adjusted) 2017 (* As Adjusted) Domestic $ 13,557 $ (68,221) $ (52,995) International 6,686 6,262 4,290 $ 20,243 $ (61,959) $ (48,705) * - The activity associated with the income (loss) before income tax expense for the years ended December 31, 2018 and 2017 has been retrospectively restated to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. For the years ended December 31, 2019, 2018 and 2017, 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): 2019 2018 (* As Adjusted) 2017 (* As Adjusted) Income tax (expense) benefit at statutory U.S. federal rate $ (4,251) $ 13,011 $ 16,560 Income tax (expense) benefit attributable to U.S. states, net (607) (362) 1,469 Permanent differences: Non-deductible expenses (110) (247) (284) Stock-based compensation 905 918 (862) Other 57 (24) (215) Global intangible low taxed income (1,770) (1,027) — Change in statutory federal tax rate — — (31,826) Transition tax — — (1,503) Foreign rate differential and foreign tax credits (219) (511) 522 Foreign withholding taxes (631) — — Capital loss carryforward expiration (1,138) — — Reclassification of warrant to equity and other (144) 69 (8,828) (Increase) decrease in valuation allowance 5,194 (13,819) 23,648 Total income tax expense $ (2,714) $ (1,992) $ (1,319) * - The activity associated in the table above for the years ended December 31, 2018 and 2017 has been retrospectively restated to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. 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 tax effect (before valuation allowance) of the GILTI income inclusion for the year ended December 31, 2019 was $1.8 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, 2019, 2018 and 2017, income tax expense consisted of the following (in thousands): 2019 2018 2017 Current income tax expense: Federal $ — $ — $ — State (117) (112) (140) Foreign (2,934) (2,115) (1,303) Total current income tax expense (3,051) (2,227) (1,443) Deferred income tax benefit: Federal — — — State — — — Foreign 337 235 124 Total deferred income tax benefit 337 235 124 Total income tax expense $ (2,714) $ (1,992) $ (1,319) As of December 31, 2019 and 2018, the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): 2019 2018 (* As Adjusted) Deferred income tax assets: Net operating loss carryforwards $ 45,195 $ 45,639 Deferred revenue 2,514 3,770 Accounts payable and accrued expenses 2,298 2,499 Stock-based compensation 1,876 1,539 Capital loss carryforwards — 1,288 Tax credit carryforwards 423 423 Deferred rent and other 582 1,529 Foreign deferred assets 1,892 1,251 Business interest carryforwards 22,719 22,946 Gross deferred income tax assets 77,499 80,884 Valuation allowance for deferred income tax assets (68,567) (73,495) Net deferred income tax assets 8,932 7,389 Deferred income tax liabilities: Deferred contract costs (6,686) (6,439) Other (998) (41) Deferred tax assets, net $ 1,248 $ 909 * - The activity associated in the table above for the year ended December 31, 2018 has been retrospectively restated to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. 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, 2019 and 2017 the net decrease in the valuation allowance amounted to $5.2 million and $23.6 million, respectively. The valuation allowance decreased in 2019 due to the increase in deferred tax liabilities primarily related to deferred contract costs, partially offset by the increase in deferred tax assets related to deferred revenue upon adoption of ASC 606. For the year ended December 31, 2018, the valuation allowance increased by $13.8 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, 2019, the Company has federal net operating tax loss carryforwards of approximately $172.1 million and varying amounts of U.S. state net operating loss carryforwards, totaling $149.4 million, that begin to expire in 2030 and 2019, respectively. At December 31, 2019, 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, 2019, the Company has not experienced an ownership change, as defined in Section 382. The Company considers any undistributed foreign subsidiaries’ earnings to be indefinitely reinvested and, accordingly, no related provision for U.S. federal or state income taxes has been provided. This has not changed subsequent to the one-time transition tax under the Tax Act as discussed above. Upon distribution of the foreign earnings in the form of dividends or otherwise, the company could be subject to both U.S. income taxes subject to an adjustment for foreign tax credits and withholding taxes in the various countries. As of December 31, 2019, the cumulative amount of unremitted earnings of the Company's foreign subsidiaries was approximately $20.4 million. The unrecognized deferred tax liability for these earnings was approximately $2.0 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, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating leases The Company leases its office facilities under non-cancelable operating lease agreements that expire from February 2020 to January 2027. The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense for the years ended December 31, 2019, 2018 and 2017 was $6.2 million, $5.6 million and $5.0 million, respectively. Future minimum lease payments under the non-cancelable operating lease agreements are as follows (in thousands): Year ending December 31: 2020 $ 5,609 2021 5,155 2022 4,067 2023 2,993 2024 2,670 Thereafter 5,065 Total $ 25,559 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, 2019, the future annual minimum lease payments under capital lease obligations are as follows (in thousands): Year ending December 31: 2020 $ 240 2021 151 2022 7 Total minimum lease payments 398 Less amounts representing interest 25 Present value of minimum lease payments 373 Less current portion, included in accrued expenses 222 Long term obligation, included in other long-term liabilities $ 151 As of December 31, 2019 and 2018, the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, are as follows (in thousands): 2019 2018 Leased computer equipment $ 3,315 $ 3,109 Less accumulated depreciation (2,881) (2,346) Net $ 434 $ 763 Series A Preferred Stock Dividends In connection with the issuances of Series A Preferred Stock for the Initial Private Placement, the March 2019 Private Placement and the June 2019 Private Placement, 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 2020 $ 15,819 (1) $ 4,746 (1) $ 20,565 2021 16,299 (1) 4,890 (1) 21,189 2022 16,794 (1) 5,038 (1) 21,832 2023 9,455 (1) 2,837 (1) 12,292 Total $ 58,367 $ 17,511 $ 75,878 ____________________ (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 $2.6 million, $2.1 million and $1.7 million for the years ended December 31, 2019, 2018 and 2017, 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 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, “Oracle’s 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 District 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 District 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. This process 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 District 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 (the “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 District Court, the Company argued on appeal that the injunction was 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. On January 8, 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 on December 6, 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 seek 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 briefing on our appeal to the Court of Appeals was completed on March 14, 2019, and a hearing on our appeal occurred on July 12, 2019. On August 16, 2019, the Court of Appeals entered an order affirming the permanent injunction and the award of attorneys’ fees that were previously paid to Oracle. However, the Court of Appeals agreed that the injunction was overbroad in two respects and instructed the District Court to remove the restriction on “local hosting” of J.D. Edwards and Siebel software and the prohibition against “accessing” J.D. Edwards and Siebel software source code. On September 20, 2019 Oracle filed a motion for attorneys’ fees on appeal, in which it requested and estimated fees totaling approximately $0.5 million. On October 9, 2019, the parties stipulated to a withdrawal of Oracle’s motion, with Rimini agreeing to pay Oracle $0.5 million without any admission of wrongdoing. These fees were accrued by the Company as of December 31, 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. The 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 in the District Court a motion to reopen discovery in Rimini I and a motion to modify the protective order in Rimini II to permit Oracle to use discovery from Rimini II in Rimini I, in a purported effort to investigate whether the Company is complying with the injunction. On April 4, 2019, the District Court granted Oracle’s motion to reopen discovery in Rimini I, and on May 14, 2019, the District Court granted Oracle’s motion to modify the protective order in Rimini II to permit Oracle to use discovery from that case in Rimini I. Pursuant to the discovery scheduling order issued in Rimini I, Oracle is permitted to conduct limited discovery regarding Rimini’s compliance with the injunction. On September 3, 2019, the Court vacated all prior deadlines for discovery, initial expert disclosure, rebuttal expert disclosure, and for Oracle to file a motion for an order to show cause related to alleged contempt. On November 20, 2019, a status hearing was conducted by stipulation of the parties, and the District Court reset the discovery and motion to show cause deadlines. Under the amended discovery plan and scheduling order, fact discovery closed on January 17, 2020, expert discovery will close on March 27, 2020, and the deadline for Oracle to file a motion for order to show cause related to alleged contempt is April 15, 2020. On November 5, 2019, the Company filed a petition for writ of certiorari in the Supreme Court of the United States (the “U.S. Supreme Court”) appealing the August 19, 2019 judgment of the Court of Appeals. In the petition, the Company asked the U.S. Supreme Court to determine whether a district court must take into account a jury’s finding of an infringer’s mental state in considering injunctive relief under the Copyright Act. On January 13, 2020, the U.S. Supreme Court denied our petition for writ of certiorari . Petition for Rehearing En Banc and Appeal to the U.S. 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 U.S. 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 U.S. Supreme Court appealing the decision of the Court of Appeals on the non-taxable expenses issue. On September 27, 2018, the U.S. 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 that the Company had previously paid to Oracle (plus interest of $0.2 million). As mandated by the U.S. Supreme Court, on April 5, 2019, Oracle paid the Company $13.0 million (the principal amount plus post-judgment interest). The award received by the Company will be required to be shared on a pro rata basis with an insurance company that previously paid for part of the judgment and reimbursed a portion of defense costs after deducting the costs of all of our past and pending appeal and remand proceedings in Rimini I. As a result of the U.S. Supreme Court decision, the Company recognized a recovery of the non-taxable expenses for $12.8 million and interest income of $0.2 million for the year ended December 31, 2019, excluding any contractual amounts due to the insurance company. 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 District 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 District Court issued an order granting in part and denying in part the Company’s motion to dismiss Oracle’s third amended counterclaims. The District 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 District 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 District Court issued an order granting in part and denying in part Oracle’s motion to dismiss the Company’s third amended complaint. The District 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 District 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 District Court denied Oracle’s motion for reconsideration of the District Court’s September 22, 2017 order. On June 5, 2018, the District Court denied the Company’s motion for reconsideration of the District 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. On October 12, 2018, we filed two motions for summary judgment, and Oracle filed five motions for summary judgment. 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. On February 27, 2019, Oracle filed a motion to modify the protective order to permit Oracle to use discovery from Rimini II in Rimini I, in connection with injunction compliance issues. On May 14, 2019, the District Court granted Oracle’s motion, permitting Oracle to use in Rimini I the discovery gathered in Rimini II. There is currently no trial date scheduled, and the Company does 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, the Company does not have sufficient information regarding possible damages exposure for the counterclaims asserted by Oracle or possible recovery by the Company in connection with its claims against Oracle. Both parties are seeking injunctive relief in addition to monetary damages in this matter. As a result, an estimate of the range of loss cannot be reasonably determined. The Company also believes that an award for damages is not probable, so no accrual has been made as of December 31, 2019. 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 (the “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 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, the deferred insurance settlement liability was eliminated as of March 31, 2018 due to 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 specified support and related operational practices. The Company is cooperating with this inquiry and has complied with the related document request. Proceeds from the U.S. Supreme Court Decision On April 5, 2019, the Company received payment from Oracle of $13.0 million related to the U.S. Supreme Court ruling on March 4, 2019, which reversed earlier decisions by the lower courts that Oracle must return approximately $12.8 million in non-taxable expenses previously paid by the Company plus post-judgment interest. The award is required to be shared with an insurance company on a pro rata basis, whereby the insurance company may be entitled to 60% of the award after deducting the Company's costs for all appeal and remand proceedings. As a result, the Company has recognized a recovery of non-taxable expenses of $12.8 million and recorded interest income of $0.2 million for the year ended December 31, 2019. The Company also recognized costs o f $3.9 million, during the year ended December 31, 2019, reflecting the current estimate of the amounts owed to the insurance company to date pursuant to the Settlement Agreement described above. This liability is subject to decrease as additional costs related to any future Rimini I appeal and remand proceedings are incurred. 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 $22.7 million and $30.4 million as of December 31, 2019 and 2018, 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, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS As discussed in Note 4, 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 and was repaid in full as of June 28, 2019. Prior to the repayment, 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. An affiliate of GP Sponsor is a member 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 8, as of December 31, 2019, ASP owned approximately 35.1% 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 7 for total consideration of approximately $19.2 million. As of December 31, 2019, ASP had voting control of approximately 30.9% of the Company’s issued and outstanding shares of Common Stock, including voting rights associated with the 19,900 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, 2019, 2018 and 2017, the Company recognized revenue for software support services provided to certain ASP investees for an aggregate of $1.2 million, $1.9 million and $2.2 million, respectively. Accounts receivable included no amount and $1.2 million due from ASP investees for software support services as of December 31, 2019 and 2018, respectively. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | LOSS PER SHARE For the years ended December 31, 2019, 2018 and 2017, 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, 2019, 2018 and 2017, 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, 2019, 2018 and 2017 (in thousands, except per share amounts): 2019 2018 (*As Adjusted) 2017 (*As Adjusted) Loss attributable to common stockholders: Net income (loss) $ 17,529 $ (63,951) $ (50,024) Dividends and accretion related to Series A Preferred Stock: Cash dividends declared (15,073) (6,366) — PIK dividends declared (4,522) (1,902) — Accretion of discount (5,848) (2,373) — Undistributed earnings using the two-class method — — — Loss attributable to common stockholders $ (7,914) $ (74,592) $ (50,024) 2019 2018 2017 Weighted average number of shares of Common Stock outstanding 66,050 61,384 32,229 Additional shares outstanding if Series A Preferred Stock is converted 15,077 6,388 — Total shares outstanding if Series A Preferred Stock is converted to Common Stock 81,127 67,772 32,229 Percentage of shares allocable to Series A Preferred Stock 18.6 % 9.4 % — % Weighted average number of shares of Common Stock outstanding (basic & diluted) 66,050 61,384 32,229 Net loss per share attributable to Common Stock (basic and diluted) $ (0.12) $ (1.22) $ (1.55) * - Net income for the years ended December 31, 2018 and 2017 have been retrospectively restated to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. 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, 2019, 2018 and 2017, the Company incurred a net loss and, accordingly, there were no undistributed earnings to allocate under the two-class method. As of December 31, 2019, 2018 and 2017, 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): 2019 2018 2017 Warrants 18,128 18,128 18,128 Series A Preferred Stock 15,523 14,085 — Stock options 8,677 11,904 12,130 Restricted stock units 2,909 199 — RSI Preferred Stock — — — Total 45,237 44,316 30,258 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2019 | |
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 7, the fair value of our Series A Preferred Stock issuances on June 20, 2019, March 7, 2019 and July 19, 2018 were determined to be $3.0 million, $5.3 million and $126.8 million, respectively, which was the basis for allocating 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 4 and 5 years along with a probability weighting assigned to each scenario, (ii) an implied yield of the Series A Preferred Stock ranging from 20.9% to 22.9% calibrated to the transaction values as of June 20, 2019, March 7, 2019 and July 19, 2018, respectively, (iii) a risk-free interest rate of 1.72%, 2.44% and 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. As discussed in Note 9, 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. 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, 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. As of December 31, 2019, 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, 2019, 2018 and 2017 (in thousands): 2019 2018 (* As Adjusted) 2017 (* As Adjusted) United States of America $ 179,677 $ 163,683 $ 145,460 International 101,375 89,777 69,400 Total revenue $ 281,052 $ 253,460 $ 214,860 * - Revenue for the years ended December 31, 2018 and 2017 have been retrospectively restated to reflect the adoption of ASC 606. See Note 3 of our consolidated financial statements for further information. No customers represented more than 10% of revenue for the years ended December 31, 2019, 2018 and 2017. As of December 31, 2019 and 2018, no customers represented 10% or more of total net accounts receivable. The Company tracks its assets by physical location. As of December 31, 2019 and 2018, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $1.4 million and $1.1 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, 2019 and 2018, the Company had cash and restricted cash with a single financial institution for an aggregate of $33.1 million and $19.9 million, respectively. The Company also had $1.3 million of cash and restricted cash with a second financial institution as of December 31, 2018. 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, 2019 | |
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, 2019 is as follows (in thousands, except per share amounts): 2019 2018 Q1 (3) Q2 (4) Q3 (5) Q4 Q1 (6) Q2 (7) Q3 (8) Q4 (9) Revenue $ 65,873 $ 69,869 $ 69,182 $ 76,128 $ 58,486 $ 63,390 $ 63,443 $ 68,141 Cost of revenue 23,837 25,034 25,915 30,320 23,541 26,084 22,220 24,136 Gross profit 42,036 44,835 43,267 45,808 34,945 37,306 41,223 44,005 Operating expenses: Sales and marketing 23,955 26,899 26,756 29,670 20,186 22,702 21,799 24,806 General and administrative 12,988 10,630 11,041 12,705 10,805 10,324 8,585 7,490 Litigation costs, net of recoveries (6,095) 144 3,303 1,814 (19,969) 9,113 6,990 5,124 Total operating expenses 30,848 37,673 41,100 44,189 11,022 42,139 37,374 37,420 Operating income (loss) 11,188 7,162 2,167 1,619 23,923 (4,833) 3,849 6,585 Interest expense (232) (116) (27) (23) (13,409) (9,323) (9,499) (299) Other debt financing expenses — — — — (8,617) (1,339) (48,375) — Gain (loss) on change in fair value of embedded derivatives — — — — 500 (6,700) 7,800 — Other income (expenses), net 43 (343) (329) (866) 329 (1,684) (431) (436) Income (loss) before income taxes 10,999 6,703 1,811 730 2,726 (23,879) (46,656) 5,850 Income tax expense (705) (621) (451) (937) (516) (547) (510) (419) Net income (loss) $ 10,294 $ 6,082 $ 1,360 $ (207) $ 2,210 $ (24,426) $ (47,166) $ 5,431 Net income (loss) attributable to common stockholders (1) $ 4,265 $ (239) $ (5,159) $ (6,780) $ 2,210 $ (24,426) $ (51,868) $ (508) Earnings (loss) per share attributable to common stockholders: Basic (2) $ 0.07 $ — $ (0.08) $ (0.10) $ 0.04 $ (0.41) $ (0.83) $ (0.01) Diluted (2) $ 0.06 $ — $ (0.08) $ (0.10) $ 0.03 $ (0.41) $ (0.83) $ (0.01) Weighted average number of common shares outstanding: Basic (2) 64,622 65,535 66,696 67,310 59,393 59,800 62,590 63,817 Diluted (2) 69,101 65,535 66,696 67,310 68,154 59,800 62,590 63,817 __________________ (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 7. (2) Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. (3) The ASC 606 adjustments for the first quarter of 2019 were as follows: a reduction in revenue of $0.4 million, an increase in sales and marketing expenses of $0.6 million and an increase in general administrative expenses of $0.6 million, resulting in a net loss adjustment of $1.5 million. (4) The ASC 606 adjustments for the second quarter of 2019 were as follows: an increase in revenue of $1.9 million, an increase in sales and marketing expenses of $0.6 million and a reduction in general and administrative expenses of $0.6 million, resulting in net income adjustment of $2.0 million. (5) The ASC 606 adjustments for the third quarter of 2019 were as follows: an increase in revenue of $0.2 million, an increase of sales and marketing of $40,000 and an increase in general and administrative expenses of $0.6 million, resulting in net loss adjustment of $0.4 million. (6) The ASC 606 adjustments for the first quarter of 2018 were as follows: a reduction in revenue of $1.3 million, a reduction in sales and marketing of $21,000 and an increase in other expenses of $1,000, resulting in a net loss adjustment of $1.3 million. (7) The ASC 606 adjustments for the second quarter of 2018 were as follows: an increase in revenue of $0.7 million, a reduction of sales and marketing of $0.4 million and an increase in other expense of $0.1 million, resulting in net income adjustment of $1.0 million. (8) The ASC 606 adjustments for the third quarter of 2018 were as follows: an increase in revenue of $0.8 million, a reduction of sales and marketing expenses of $0.5 million and an increase in other expenses of $0.1 million, resulting in a net income adjustment of $1.2 million. (9) The ASC 606 adjustments for the fourth quarter of 2018 were as follows: an increase in revenue of $0.4 million, a reduction of sales and marketing expenses of $2.8 million, an increase in general and administrative expenses of $0.2 million and a reduction in other expenses of $0.1 million, resulting in a net income adjustment of $3.1 million. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 4, 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 |
Reclassifications | Reclassifications |
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. |
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 |
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 commence when assets are initially placed into service for their intended use. |
Revenue from Contract with Customer | Deferred Contract Costs Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. Initial sales commissions are generally deferred and amortized over their estimated useful life, which is generally 4 years. We determined the period of benefit by taking into consideration the estimated life cycles for our customers, our technology and other factors. For the years ended December 31, 2019, 2018 and 2017, we recognized amortization expense related to deferred contract costs of $12.4 million, $11.1 million and $9.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. Revenue Recognition Revenue is primarily derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. Effective in fiscal year 2019 with the adoption of Accounting Standards Codification 606 ("ASC 606"), Revenue from Contracts with Customers, revenue is recognized when performance obligations, as stipulated in the contracts, are transferred to a customer for an amount that reflects the consideration the Company expects to receive in exchange for those support services and service contracts. This occurs when the contracts are executed by both parties, the rights and obligations of the parties are identified, payment terms are identified, the contracts have commercial substance and collectability of consideration is probable. The Company's contracts generally do not contain any refund provisions other than in the event of our non-performance or breach. The Company determines revenue recognition through the following steps: • Identification of the contract with the customer. • Identification of the performance obligations. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations. • Recognition of revenue when the performance obligations are satisfied. Most of the Company's contracts contain a single performance obligation for subscription support services. In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements or provides professional services. The Company’s performance obligations are evaluated for whether they can be distinct or should be accounted for as one performance obligation and primarily consist of (i) subscription support services or (ii) professional services sold on a time and materials basis. The transaction price is generally the same as the contractual price. Typically, the structure of our arrangements do not give rise to variable consideration. However, in those instances whereby variable consideration exists, the Company includes in its estimates, additional revenue for variable consideration when it has an enforceable right, the amount can be estimated reliably and its realization is probable. Subscription Services The Company’s subscription support services are part of a comprehensive support program that helps clients keep their software and systems running smoothly and in full legal compliance. Subscription support services include product support (fixes and installation support), security, advanced support (performance tuning and interoperability), strategic roadmap services (upgrade process), global tax, legal and regulatory services, global security, proactive support services, strategic roadmap services, device and user interface support and account management services. Subscription contracts are generally non-cancelable and do not contain general rights of return. The Company’s support subscription is viewed as a stand-ready performance obligation comprised of a series of distinct services that is satisfied ratably over time as the services are provided. A time-elapsed output method is used to measure progress as the Company's efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. Other Services Other services include both software licensing services and professional services. The Company’s software licensing includes both internally developed software licenses as well as third party licenses. The Company’s professional services consist of various consulting services, which include project oversight, minor software customization or enhancement, and testing of client-developed software customization. Services may be provided solely by the Company, by a partner of the Company, or in combination with the Company's partners. The Company’s professional services are generally provided under a separate statement of work from our subscription support services. Revenue is recognized as services are performed. 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 $0.9 million, $0.8 million and $0.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. Deferred revenue is a contract liability that 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 is recognized as the Company satisfies its performance obligations over the term of the contracted service period. The Company expects to recognize revenue on approximately $205.8 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. |
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. |
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 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 probable 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 probable loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines |
Stock-Based Compensation and Warrant Expense | Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, 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. |
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 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 right of use ("ROU") assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months and to disclose key information about leasing arrangements. 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, are also required. The new standard, including related amendments subsequently issued by the FASB, is effective for our interim and annual periods beginning January 1, 2020. Early adoption is permitted. The new standard was initially 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 will adopt the new guidance in the first quarter of fiscal year 2020 on the alternative modified transition basis, thereby recognizing the cumulative effect of initially applying Topic 842 as an adjustment to opening accumulated deficit on the adoption date, without revising the balances in prior comparative periods. The Company plans to elect the package of practical expedients which lessens the transitional burden of implementing the new guidance. Accordingly, the Company will not reassess: 1) whether any expired or existing contracts are or contain leases; 2) the lease classification for any expired or existing leases; 3) separate lease and nonlease components; or 4) initial direct costs for any existing leases. The Company also plans to elect the land easements practical expedient allowing us to not reassess whether existing or expired land easements not accounted for as leases under previous guidance are or contain a lease under new guidance. The Company implemented internal controls and key system functionality, including a new global lease software system, to enable the preparation of financial information upon adoption. The Company has substantially completed its evaluation of the effect that the adoption of this guidance will have on its consolidated financial statements. As a result, the new lease guidance will have a material impact on our Consolidated Balance Sheets, but will not have a significant impact on our Consolidated Statements of Operations and Consolidated Statements of Cash Flows. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases; our accounting for financing leases will remain substantially unchanged. At the transition date, the Company expects the amounts of the new ROU assets and lease liabilities to be within a range of $17.5 million to $19.5 million, with no impact on retained earnings. The Company believes that substantially all of its undiscounted future minimum operating lease commitments based on its current lease portfolio that were not recognized on its consolidated balance sheet as of December 31, 2019 and as disclosed in Note 11 to the consolidated financial statements, will be subject to the new standard. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
ADOPTION OF ASC 606, REVENUE _2
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Effects of ASC 606 Adoption | The statements of operations impact of adopting ASC 606 for the fiscal years 2018 and 2017 is provided below (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 As Previously Reported Change As Adjusted As Previously Reported Change As Adjusted Revenue $ 252,790 $ 670 $ 253,460 $ 212,633 $ 2,227 $ 214,860 Cost of revenue 95,981 — 95,981 82,898 — 82,898 Gross profit 156,809 670 157,479 129,735 2,227 131,962 Operating expenses: Sales and marketing 93,215 (3,722) 89,493 66,759 (1,075) 65,684 General and administrative 36,982 222 37,204 36,144 — 36,144 Litigation costs and related recoveries, net 1,258 — 1,258 4,860 — 4,860 Income from operations 25,354 4,170 29,524 21,972 3,302 25,274 Other income (expense), net (2,066) (156) (2,222) 320 (29) 291 Income tax expense (1,992) — (1,992) (1,319) — (1,319) Net income (loss) (67,965) 4,014 (63,951) (53,297) 3,273 (50,024) The adjustment to general and administrative expenses was to change the provision for the allowance of doubtful accounts to match the period of when the restated revenue was recognized. The balance sheet impact of adopting ASC 606 is provided below (in thousands): December 31, 2018 As Previously Reported Change As Adjusted Accounts receivable, net of allowance $ 80,599 $ — $ 80,599 Deferred contract costs, current and noncurrent — 27,080 27,080 Prepaid expenses and other 7,099 558 7,657 Deferred income taxes 909 — 909 Deferred revenue, current and noncurrent 209,256 (12,550) 196,706 Accumulated deficit (372,372) 40,188 (332,184) The statement of cash flows impact of adopting ASC 606 is provided below (in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 As Previously Reported Change As Adjusted As Previously Reported Change As Adjusted Net loss $ (67,965) $ 4,014 $ (63,951) $ (53,297) $ 3,273 $ (50,024) Prepaid expenses, deposits and other 860 (305) 555 (3,279) (80) (3,359) Deferred contract costs — (3,722) (3,722) — (1,075) (1,075) Deferred revenue 28,958 13 28,971 16,952 (2,118) 14,834 |
Schedule of Deferred Revenue | Deferred revenue activity for the years ended December 31, 2019 and 2018 is shown below (in thousands): 2019 2018 Deferred revenue, current and noncurrent, as of beginning of year $ 196,706 $ 169,010 Billings, net 319,844 281,156 Revenue recognized (281,052) (253,460) Deferred revenue, current and noncurrent, as of end of year $ 235,498 $ 196,706 |
MERGER AGREEMENT AND REVERSE _2
MERGER AGREEMENT AND REVERSE RECAPITALIZATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 6, 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, 2019 | |
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, 2019, 2018 and 2017 cash, cash equivalents and restricted cash are as follows (in thousands): 2019 2018 2017 Cash and cash equivalents $ 37,952 $ 24,771 $ 21,950 Restricted cash: Control accounts under Credit Facility — — 17,644 Corporate credit card debts and other 436 435 433 Total restricted cash 436 435 18,077 Total cash, cash equivalents and restricted cash $ 38,388 $ 25,206 $ 40,027 |
Allowance for Credit Losses on Financing Receivables | Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 * As Adjusted 2017 Allowance, beginning of year $ 711 $ 51 $ 36 Provisions 971 713 45 Write offs, net of recoveries (74) (53) (30) Allowance, end of year $ 1,608 $ 711 $ 51 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | As of December 31, 2019 and 2018, prepaid expenses and other current assets consisted of the following (in thousands): 2019 2018 * As Adjusted Prepaid expenses and deposits $ 12,390 $ 3,450 Foreign tax refunds receivable 1,819 1,048 Other 996 3,159 Total $ 15,205 $ 7,657 |
Property, Plant and Equipment | As of December 31, 2019 and 2018, property and equipment consisted of the following (in thousands): 2019 2018 Computer equipment $ 8,786 $ 7,853 Furniture and fixtures 2,836 2,632 Capitalized software costs 515 517 Leasehold improvements 1,251 1,142 Construction-in-progress 126 33 Total property and equipment 13,514 12,177 Less accumulated depreciation (9,847) (8,543) Property and equipment, net $ 3,667 $ 3,634 |
Schedule of Accrued Liabilities | As of December 31, 2019 and 2018, other accrued liabilities consist of the following (in thousands): 2019 2018 Accrued sales and other taxes $ 5,752 $ 5,687 Accrued professional fees 4,367 7,035 Accrued dividends on Redeemable Series A Preferred Stock 3,889 3,521 Current maturities of capital lease obligations 222 387 Income taxes payable 1,091 767 Appeal proceeds payable to insurance company 4,388 449 Other accrued expenses 3,638 2,578 Total other accrued liabilities $ 23,347 $ 20,424 |
Schedule of Litigation Costs | |
Schedule of Other Nonoperating Expense, by Component | For the years ended December 31, 2019, 2018 and 2017, other income (expense), net consists of the following (in thousands): 2019 2018 * As Adjusted 2017 * As Adjusted Interest income: Post-judgment interest on litigation appeal award $ 212 $ 199 $ — Other 45 54 198 Write-off of deferred debt financing costs — (704) — Foreign currency transaction gain (loss) (1,640) (1,476) 162 Other expenses (112) (295) (69) Total other income (expense), net $ (1,495) $ (2,222) $ 291 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2019 and 2018, debt consists of the following (in thousands): 2019 2018 Credit Facility, net of DDIC $ — $ — Note payable to GPIA Sponsor, net of DDIC — 2,372 Total — 2,372 Less current maturities — 2,372 Long-term debt, net of current maturities $ — $ — |
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 | 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 $ — |
Schedule of Interest Expense | The components of interest expense for the years ended December 31, 2019, 2018 and 2017 are presented below (in thousands): 2019 2018 2017 Credit Facility: Interest expense at 12.0% $ — $ 7,513 $ 11,954 PIK interest at 3.0% — 1,886 2,966 Accretion expense for funded debt — 11,670 23,632 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 185 905 68 Interest on other borrowings 213 146 130 Total interest expense $ 398 $ 32,530 $ 43,357 |
Schedule of Debt Related Fee | The components of other debt financing expenses for the years ended December 31, 2019, 2018 and 2017 are presented below (in thousands): 2019 2018 2017 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 Penalty under Credit Facility for delay in closing of Mergers — — 1,250 Amortization of debt issuance costs related to unfunded debt — 756 1,190 Unused line fees — 481 893 Amortization of prepaid agent fees and other — 1,002 452 Total debt financing expenses $ — $ 58,331 $ 18,361 |
REDEEMABLE SERIES A PREFERRED_2
REDEEMABLE SERIES A PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on July 19, 2018: 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 Relative fair value allocation on July 19, 2018: Aggregate cash proceeds on July 19, 2018 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 July 19, 2018 140,000 $ 110,779 $ 17,593 $ — $ 128,372 _________________ 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the Initial Private Placement was $1,000 per for an aggregate liquidation preference of $140.0 million. The estimated fair value of the Series A Preferred Stock was approximately $126.8 million on July 19, 2018, which is the basis for allocation of the net proceeds. Please refer to Note 14 for further discussion of the valuation methodology employed. 2. 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 on the date prior to closing the transaction. 3. The aggregate cash proceeds of $133.0 million on July 19, 2018 were allocated pro rata based on the fair value of all consideration issued. |
Summary of Dividends Declared | Presented below is a summary of total and per share dividends declared through December 31, 2019 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Dividends Cash PIK Per Share Cash Dividends at 10.0% per annum: For the year ended December 31, 2018 $ 6,360 $ — $ 6,360 $ 99.56 PIK Dividends at 3.0% per annum: For the year ended December 31, 2018 — 1,902 1,902 29.77 Fractional shares payable in cash for the year ended December 31, 2018 6 — 6 0.09 Dividends paid during the year ended December 31, 2018 (2,845) (846) (3,691) (57.78) Liability for unpaid dividends, December 31, 2018 3,521 1,056 4,577 32.50 Cash Dividends at 10.0% per annum: For the year ended December 31, 2019 15,073 15,073 99.98 PIK Dividends at 3.0% per annum: For the year ended December 31, 2019 4,485 4,485 29.75 Fractional shares payable in cash for the year ended December 31, 2019 37 — 37 0.25 Dividends paid during the year ended December 31, 2019 (14,742) (4,385) (19,127) (126.86) Liability for unpaid dividends, December 31, 2019 $ 3,889 $ 1,156 $ 5,045 32.50 |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017, as restated to give effect for the reverse recapitalization discussed in Note 1 (shares in thousands): 2019 2018 2017 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 11,904 $ 4.00 12,130 $ 2.95 12,863 $ 1.94 Granted 718 5.22 1,870 7.87 1,877 7.63 Forfeited (539) 7.68 (69) 7.96 (298) 6.93 Expired (626) 7.01 (45) 5.96 (1,093) 0.55 Exercised (2,780) 1.20 (1,982) 1.03 (1,219) 0.71 Outstanding, end of year (3)(4) 8,677 4.55 4.9 11,904 4.00 5.1 12,130 2.95 4.9 Vested, end of year (3) 6,986 4.05 4.1 9,211 2.91 3.9 10,033 2.09 4.0 ____________________ (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, 2019, 2018 and 2017, the aggregate intrinsic value of stock options outstanding was $7.7 million, $23.0 million, and $60.4 million, respectively. As of December 31, 2019, 2018 and 2017, the aggregate intrinsic value of vested stock options was $7.7 million, $23.0 million and $58.4 million, respectively. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.168 million shares as of December 31, 2019. The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Available, beginning of year 2,758 2,413 2,899 Stock options granted (718) (1,870) (1,877) RSU's granted (2,995) (199) — Expired options under 2007 Plan 626 45 1,093 Forfeited options under Stock Plans 539 69 298 Forfeited RSUs under Stock Plans 108 — — Newly authorized by Board of Directors 2,567 2,300 — Available, end of year 2,885 2,758 2,413 |
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, 2019, 2018 and 2017: 2019 2018 2017 Expected life (in years) 6 5.9 5.9 Volatility 35 % 31 % 33 % Dividend yield — % — % — % Risk-free interest rate 2.3 % 2.8 % 1.9 % |
Schedule of Stock-based Compensation Expense | The aggregate stock-based compensation expense for stock options and RSU's for the years ended December 31, 2019, 2018 and 2017 is classified as follows (in thousands): 2019 2018 2017 Cost of revenues $ 927 $ 885 $ 399 Sales and marketing 1,821 1,865 1,411 General and administrative 2,784 1,644 1,153 Total $ 5,532 $ 4,394 $ 2,963 |
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, 2019 and 2018 (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 4 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 8.6 million 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 6.1 million 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, 2017 include projected revenue multiples ranging from1.7 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) 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, 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. (4) Changes in fair value from December 31, 2017 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, 2018. (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, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2019, 2018 and 2017, income (loss) before income tax expense is as follows (in thousands): 2019 2018 (* As Adjusted) 2017 (* As Adjusted) Domestic $ 13,557 $ (68,221) $ (52,995) International 6,686 6,262 4,290 $ 20,243 $ (61,959) $ (48,705) |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2019, 2018 and 2017, 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): 2019 2018 (* As Adjusted) 2017 (* As Adjusted) Income tax (expense) benefit at statutory U.S. federal rate $ (4,251) $ 13,011 $ 16,560 Income tax (expense) benefit attributable to U.S. states, net (607) (362) 1,469 Permanent differences: Non-deductible expenses (110) (247) (284) Stock-based compensation 905 918 (862) Other 57 (24) (215) Global intangible low taxed income (1,770) (1,027) — Change in statutory federal tax rate — — (31,826) Transition tax — — (1,503) Foreign rate differential and foreign tax credits (219) (511) 522 Foreign withholding taxes (631) — — Capital loss carryforward expiration (1,138) — — Reclassification of warrant to equity and other (144) 69 (8,828) (Increase) decrease in valuation allowance 5,194 (13,819) 23,648 Total income tax expense $ (2,714) $ (1,992) $ (1,319) |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2019, 2018 and 2017, income tax expense consisted of the following (in thousands): 2019 2018 2017 Current income tax expense: Federal $ — $ — $ — State (117) (112) (140) Foreign (2,934) (2,115) (1,303) Total current income tax expense (3,051) (2,227) (1,443) Deferred income tax benefit: Federal — — — State — — — Foreign 337 235 124 Total deferred income tax benefit 337 235 124 Total income tax expense $ (2,714) $ (1,992) $ (1,319) |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2019 and 2018, the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): 2019 2018 (* As Adjusted) Deferred income tax assets: Net operating loss carryforwards $ 45,195 $ 45,639 Deferred revenue 2,514 3,770 Accounts payable and accrued expenses 2,298 2,499 Stock-based compensation 1,876 1,539 Capital loss carryforwards — 1,288 Tax credit carryforwards 423 423 Deferred rent and other 582 1,529 Foreign deferred assets 1,892 1,251 Business interest carryforwards 22,719 22,946 Gross deferred income tax assets 77,499 80,884 Valuation allowance for deferred income tax assets (68,567) (73,495) Net deferred income tax assets 8,932 7,389 Deferred income tax liabilities: Deferred contract costs (6,686) (6,439) Other (998) (41) Deferred tax assets, net $ 1,248 $ 909 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under the non-cancelable operating lease agreements are as follows (in thousands): Year ending December 31: 2020 $ 5,609 2021 5,155 2022 4,067 2023 2,993 2024 2,670 Thereafter 5,065 Total $ 25,559 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2019, the future annual minimum lease payments under capital lease obligations are as follows (in thousands): Year ending December 31: 2020 $ 240 2021 151 2022 7 Total minimum lease payments 398 Less amounts representing interest 25 Present value of minimum lease payments 373 Less current portion, included in accrued expenses 222 Long term obligation, included in other long-term liabilities $ 151 |
Schedule of Capital Leased Assets | As of December 31, 2019 and 2018, the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, are as follows (in thousands): 2019 2018 Leased computer equipment $ 3,315 $ 3,109 Less accumulated depreciation (2,881) (2,346) Net $ 434 $ 763 |
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 2020 $ 15,819 (1) $ 4,746 (1) $ 20,565 2021 16,299 (1) 4,890 (1) 21,189 2022 16,794 (1) 5,038 (1) 21,832 2023 9,455 (1) 2,837 (1) 12,292 Total $ 58,367 $ 17,511 $ 75,878 ____________________ |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017 (in thousands, except per share amounts): 2019 2018 (*As Adjusted) 2017 (*As Adjusted) Loss attributable to common stockholders: Net income (loss) $ 17,529 $ (63,951) $ (50,024) Dividends and accretion related to Series A Preferred Stock: Cash dividends declared (15,073) (6,366) — PIK dividends declared (4,522) (1,902) — Accretion of discount (5,848) (2,373) — Undistributed earnings using the two-class method — — — Loss attributable to common stockholders $ (7,914) $ (74,592) $ (50,024) 2019 2018 2017 Weighted average number of shares of Common Stock outstanding 66,050 61,384 32,229 Additional shares outstanding if Series A Preferred Stock is converted 15,077 6,388 — Total shares outstanding if Series A Preferred Stock is converted to Common Stock 81,127 67,772 32,229 Percentage of shares allocable to Series A Preferred Stock 18.6 % 9.4 % — % Weighted average number of shares of Common Stock outstanding (basic & diluted) 66,050 61,384 32,229 Net loss per share attributable to Common Stock (basic and diluted) $ (0.12) $ (1.22) $ (1.55) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of December 31, 2019, 2018 and 2017, 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): 2019 2018 2017 Warrants 18,128 18,128 18,128 Series A Preferred Stock 15,523 14,085 — Stock options 8,677 11,904 12,130 Restricted stock units 2,909 199 — RSI Preferred Stock — — — Total 45,237 44,316 30,258 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 2018 and 2017 (in thousands): 2019 2018 (* As Adjusted) 2017 (* As Adjusted) United States of America $ 179,677 $ 163,683 $ 145,460 International 101,375 89,777 69,400 Total revenue $ 281,052 $ 253,460 $ 214,860 |
UNAUDITED QUARTERLY FINANCIAL_2
UNAUDITED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The Company’s unaudited quarterly financial information for the two-year period ended December 31, 2019 is as follows (in thousands, except per share amounts): 2019 2018 Q1 (3) Q2 (4) Q3 (5) Q4 Q1 (6) Q2 (7) Q3 (8) Q4 (9) Revenue $ 65,873 $ 69,869 $ 69,182 $ 76,128 $ 58,486 $ 63,390 $ 63,443 $ 68,141 Cost of revenue 23,837 25,034 25,915 30,320 23,541 26,084 22,220 24,136 Gross profit 42,036 44,835 43,267 45,808 34,945 37,306 41,223 44,005 Operating expenses: Sales and marketing 23,955 26,899 26,756 29,670 20,186 22,702 21,799 24,806 General and administrative 12,988 10,630 11,041 12,705 10,805 10,324 8,585 7,490 Litigation costs, net of recoveries (6,095) 144 3,303 1,814 (19,969) 9,113 6,990 5,124 Total operating expenses 30,848 37,673 41,100 44,189 11,022 42,139 37,374 37,420 Operating income (loss) 11,188 7,162 2,167 1,619 23,923 (4,833) 3,849 6,585 Interest expense (232) (116) (27) (23) (13,409) (9,323) (9,499) (299) Other debt financing expenses — — — — (8,617) (1,339) (48,375) — Gain (loss) on change in fair value of embedded derivatives — — — — 500 (6,700) 7,800 — Other income (expenses), net 43 (343) (329) (866) 329 (1,684) (431) (436) Income (loss) before income taxes 10,999 6,703 1,811 730 2,726 (23,879) (46,656) 5,850 Income tax expense (705) (621) (451) (937) (516) (547) (510) (419) Net income (loss) $ 10,294 $ 6,082 $ 1,360 $ (207) $ 2,210 $ (24,426) $ (47,166) $ 5,431 Net income (loss) attributable to common stockholders (1) $ 4,265 $ (239) $ (5,159) $ (6,780) $ 2,210 $ (24,426) $ (51,868) $ (508) Earnings (loss) per share attributable to common stockholders: Basic (2) $ 0.07 $ — $ (0.08) $ (0.10) $ 0.04 $ (0.41) $ (0.83) $ (0.01) Diluted (2) $ 0.06 $ — $ (0.08) $ (0.10) $ 0.03 $ (0.41) $ (0.83) $ (0.01) Weighted average number of common shares outstanding: Basic (2) 64,622 65,535 66,696 67,310 59,393 59,800 62,590 63,817 Diluted (2) 69,101 65,535 66,696 67,310 68,154 59,800 62,590 63,817 __________________ (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 7. (2) Quarterly amounts may not sum to annual amounts due to rounding and the nature of the calculations. (3) The ASC 606 adjustments for the first quarter of 2019 were as follows: a reduction in revenue of $0.4 million, an increase in sales and marketing expenses of $0.6 million and an increase in general administrative expenses of $0.6 million, resulting in a net loss adjustment of $1.5 million. (4) The ASC 606 adjustments for the second quarter of 2019 were as follows: an increase in revenue of $1.9 million, an increase in sales and marketing expenses of $0.6 million and a reduction in general and administrative expenses of $0.6 million, resulting in net income adjustment of $2.0 million. (5) The ASC 606 adjustments for the third quarter of 2019 were as follows: an increase in revenue of $0.2 million, an increase of sales and marketing of $40,000 and an increase in general and administrative expenses of $0.6 million, resulting in net loss adjustment of $0.4 million. (6) The ASC 606 adjustments for the first quarter of 2018 were as follows: a reduction in revenue of $1.3 million, a reduction in sales and marketing of $21,000 and an increase in other expenses of $1,000, resulting in a net loss adjustment of $1.3 million. (7) The ASC 606 adjustments for the second quarter of 2018 were as follows: an increase in revenue of $0.7 million, a reduction of sales and marketing of $0.4 million and an increase in other expense of $0.1 million, resulting in net income adjustment of $1.0 million. (8) The ASC 606 adjustments for the third quarter of 2018 were as follows: an increase in revenue of $0.8 million, a reduction of sales and marketing expenses of $0.5 million and an increase in other expenses of $0.1 million, resulting in a net income adjustment of $1.2 million. (9) The ASC 606 adjustments for the fourth quarter of 2018 were as follows: an increase in revenue of $0.4 million, a reduction of sales and marketing expenses of $2.8 million, an increase in general and administrative expenses of $0.2 million and a reduction in other expenses of $0.1 million, resulting in a net income adjustment of $3.1 million. |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) | Oct. 10, 2017board_membershares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / 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 appointed after merger | 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 ($) | Jun. 20, 2019 | Mar. 07, 2019 | Jul. 19, 2018 | Oct. 10, 2017 | Oct. 09, 2017 | Jul. 31, 2018 | Apr. 30, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2020 | Dec. 31, 2016 | [3] | ||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Working capital deficit | $ 82,400,000 | ||||||||||||||||||||||||
Net loss | $ 207,000 | $ (1,360,000) | $ (6,082,000) | $ (10,294,000) | $ (5,431,000) | $ 47,166,000 | $ 24,426,000 | $ (2,210,000) | (17,529,000) | [1] | $ 63,951,000 | [1] | $ 50,024,000 | [2] | |||||||||||
Cash, cash equivalents and restricted cash | 38,388,000 | $ 25,206,000 | [3] | 38,388,000 | 25,206,000 | [3] | 40,027,000 | [3] | $ 28,237,000 | ||||||||||||||||
Deferred Revenue, Current | 205,800,000 | $ 205,800,000 | |||||||||||||||||||||||
Cost of goods and services sold (as percentage of revenue) | 37.00% | ||||||||||||||||||||||||
Shares issued (in shares) | 3,600,000 | 3,600,000 | |||||||||||||||||||||||
Repayments of lines of credit | $ 14,100,000 | ||||||||||||||||||||||||
Proceeds from equity | $ 133,000,000 | ||||||||||||||||||||||||
Cash paid for credit facility transaction costs | $ 2,700,000 | ||||||||||||||||||||||||
Dividends payable | 75,878,000 | $ 75,878,000 | |||||||||||||||||||||||
Initial dividend period | 5 years | ||||||||||||||||||||||||
Note payable to GPIA Sponsor, net of DDIC | $ 2,400,000 | ||||||||||||||||||||||||
Capital lease payments due over next twelve months | $ 5,800,000 | $ 240,000 | $ 240,000 | ||||||||||||||||||||||
Contract cost amortization period (years) | 4 years | 4 years | |||||||||||||||||||||||
Contract cost amortization expense | $ 12,400,000 | 11,100,000 | 9,500,000 | ||||||||||||||||||||||
Foreign withholding taxes | $ 900,000 | $ 800,000 | $ 400,000 | ||||||||||||||||||||||
Common stock dividends, shares per share | 1 | ||||||||||||||||||||||||
Private Placement | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of private placement, net | $ 2,986,000 | $ 5,034,000 | |||||||||||||||||||||||
Funded Debt | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Repayments of lines of credit | $ 132,830,000 | ||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Shares issued (in shares) | 72,414 | 134,483 | 2,900,000 | 145,000 | [4] | ||||||||||||||||||||
Common Stock | Private Placement | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Shares issued (in shares) | 72,414 | 134,483 | |||||||||||||||||||||||
Shares issued (in shares) | 72,414 | 134,483 | 207,000 | [4] | 2,897,000 | [4] | |||||||||||||||||||
Minimum | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Dividends payable | $ 3,900,000 | ||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Dividends payable | $ 4,300,000 | ||||||||||||||||||||||||
Cash Dividend | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Dividend rate (percentage) | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||
Dividends payable | $ 58,367,000 | $ 58,367,000 | |||||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Dividend rate (percentage) | 13.00% | 13.00% | 13.00% | ||||||||||||||||||||||
Temporary equity, par value (USD per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Shares issued (in shares) | 140,000 | 19,209 | |||||||||||||||||||||||
Dividends payable | 5,045,000 | $ 4,577,000 | 5,045,000 | $ 4,577,000 | |||||||||||||||||||||
Series A Preferred Stock | Private Placement | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Shares issued (in shares) | 3,500 | 6,500 | 140,000 | ||||||||||||||||||||||
Series A Preferred Stock | Cash Dividend | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Dividends payable | $ 3,889,000 | $ 3,521,000 | $ 3,889,000 | $ 3,521,000 | |||||||||||||||||||||
ASU 2016-02 | Minimum | Subsequent Event | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Right-of-use asset | $ 17,500,000 | ||||||||||||||||||||||||
Lease liability | 17,500,000 | ||||||||||||||||||||||||
ASU 2016-02 | Maximum | Subsequent Event | |||||||||||||||||||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||||||||||||||||||
Right-of-use asset | 19,500,000 | ||||||||||||||||||||||||
Lease liability | $ 19,500,000 | ||||||||||||||||||||||||
[1] | See Note 3 for summary of adjustments. | ||||||||||||||||||||||||
[2] | See Note 3 for summary of adjustments. | ||||||||||||||||||||||||
[3] | See Note 3 for summary of adjustments. | ||||||||||||||||||||||||
[4] | 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, 2019 | |
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 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 205.8 |
Performance obligation, expected period of recognition (months) | 12 months |
ADOPTION OF ASC 606, REVENUE _3
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2017 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Contract cost amortization period (years) | 4 years | ||||
Deferred contract costs, current and noncurrent | $ 28,000 | $ 27,080 | |||
Deferred revenue | (235,498) | (196,706) | $ (169,010) | ||
Accumulated deficit | (314,655) | (332,184) | [1] | ||
Commission cost capitalized | 13,300 | ||||
Contract cost amortization expense | 12,400 | $ 11,100 | $ 9,500 | ||
Deferred Revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Performance obligation | 205,800 | ||||
Deferred Revenue, Noncurrent | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Performance obligation | $ 29,700 | ||||
Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred contract costs, current and noncurrent | $ 22,300 | ||||
Deferred revenue | 10,400 | ||||
Contract with customer asset | 200 | ||||
Accumulated deficit | $ 32,900 | ||||
[1] | See Note 3 for summary of adjustments |
ADOPTION OF ASC 606, REVENUE _4
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS - Income statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Revenues | $ 76,128 | $ 69,182 | $ 69,869 | $ 65,873 | $ 68,141 | $ 63,443 | $ 63,390 | $ 58,486 | $ 281,052 | $ 253,460 | $ 214,860 | |||
Cost of revenue | 30,320 | 25,915 | 25,034 | 23,837 | 24,136 | 22,220 | 26,084 | 23,541 | 105,106 | 95,981 | [1] | 82,898 | [1] | |
Gross profit | 45,808 | 43,267 | 44,835 | 42,036 | 44,005 | 41,223 | 37,306 | 34,945 | 175,946 | 157,479 | [1] | 131,962 | [1] | |
Sales and marketing | 29,670 | 26,756 | 26,899 | 23,955 | 24,806 | 21,799 | 22,702 | 20,186 | 107,280 | 89,493 | [1] | 65,684 | [1] | |
General and administrative | 12,705 | 11,041 | 10,630 | 12,988 | 7,490 | 8,585 | 10,324 | 10,805 | 47,364 | 37,204 | [1] | 36,144 | [1] | |
Litigation costs and related recoveries, net | 1,814 | 3,303 | 144 | (6,095) | 5,124 | 6,990 | 9,113 | (19,969) | (834) | 1,258 | [1] | 4,860 | [1] | |
Operating income | 1,619 | 2,167 | 7,162 | 11,188 | 6,585 | 3,849 | (4,833) | 23,923 | 22,136 | 29,524 | [1] | 25,274 | [1] | |
Other income (expenses), net | (866) | (329) | (343) | 43 | (436) | (431) | (1,684) | 329 | (1,495) | (2,222) | [1] | 291 | [1] | |
Income tax expense | (937) | (451) | (621) | (705) | (419) | (510) | (547) | (516) | (2,714) | (1,992) | [1] | (1,319) | [1] | |
Net income (loss) | $ (207) | 1,360 | 6,082 | 10,294 | 5,431 | (47,166) | (24,426) | 2,210 | $ 17,529 | [2] | (63,951) | [2] | (50,024) | [1] |
Previously Reported | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Revenues | 252,790 | 212,633 | ||||||||||||
Cost of revenue | 95,981 | 82,898 | ||||||||||||
Gross profit | 156,809 | 129,735 | ||||||||||||
Sales and marketing | 93,215 | 66,759 | ||||||||||||
General and administrative | 36,982 | 36,144 | ||||||||||||
Litigation costs and related recoveries, net | 1,258 | 4,860 | ||||||||||||
Operating income | 25,354 | 21,972 | ||||||||||||
Other income (expenses), net | (2,066) | 320 | ||||||||||||
Income tax expense | (1,992) | (1,319) | ||||||||||||
Net income (loss) | (67,965) | (53,297) | ||||||||||||
Accounting Standards Update 2014-09 | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Revenues | 200 | 1,900 | (400) | 400 | 800 | 700 | (1,300) | |||||||
Sales and marketing | 40 | 600 | 600 | (2,800) | (500) | (400) | (21) | |||||||
General and administrative | 600 | (600) | 600 | 200 | ||||||||||
Other income (expenses), net | 100 | (100) | (100) | (1) | ||||||||||
Net income (loss) | $ (400) | $ 2,000 | $ (1,500) | $ 3,100 | $ 1,200 | $ 1,000 | $ (1,300) | |||||||
Accounting Standards Update 2014-09 | Restatement Adjustment | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Revenues | 670 | 2,227 | ||||||||||||
Cost of revenue | 0 | 0 | ||||||||||||
Gross profit | 670 | 2,227 | ||||||||||||
Sales and marketing | (3,722) | (1,075) | ||||||||||||
General and administrative | 222 | 0 | ||||||||||||
Litigation costs and related recoveries, net | 0 | 0 | ||||||||||||
Operating income | 4,170 | 3,302 | ||||||||||||
Other income (expenses), net | (156) | (29) | ||||||||||||
Income tax expense | 0 | 0 | ||||||||||||
Net income (loss) | $ 4,014 | $ 3,273 | ||||||||||||
[1] | See Note 3 for summary of adjustments. | |||||||||||||
[2] | See Note 3 for summary of adjustments. |
ADOPTION OF ASC 606, REVENUE _5
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS - Balance sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accounts receivable, net of allowance | $ 111,574 | $ 80,599 | [1] | ||
Deferred contract costs, current and noncurrent | 28,000 | 27,080 | |||
Prepaid expenses and deposits | 15,205 | 7,657 | [1] | ||
Deferred income taxes | 1,248 | 909 | [1] | ||
Deferred revenue, current and noncurrent | 235,498 | 196,706 | $ 169,010 | ||
Accumulated deficit | $ (314,655) | (332,184) | [1] | ||
Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred contract costs, current and noncurrent | $ 22,300 | ||||
Deferred revenue, current and noncurrent | (10,400) | ||||
Accumulated deficit | $ 32,900 | ||||
Restatement Adjustment | Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accounts receivable, net of allowance | 0 | ||||
Deferred contract costs, current and noncurrent | 27,080 | ||||
Prepaid expenses and deposits | 558 | ||||
Deferred income taxes | 0 | ||||
Deferred revenue, current and noncurrent | (12,550) | ||||
Accumulated deficit | 40,188 | ||||
Previously Reported | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accounts receivable, net of allowance | 80,599 | ||||
Deferred contract costs, current and noncurrent | 0 | ||||
Prepaid expenses and deposits | 7,099 | ||||
Deferred income taxes | 909 | ||||
Deferred revenue, current and noncurrent | 209,256 | ||||
Accumulated deficit | $ (372,372) | ||||
[1] | See Note 3 for summary of adjustments |
ADOPTION OF ASC 606, REVENUE _6
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS - Cash flow statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Net income (loss) | $ (207) | $ 1,360 | $ 6,082 | $ 10,294 | $ 5,431 | $ (47,166) | $ (24,426) | $ 2,210 | $ 17,529 | [1] | $ (63,951) | [1] | $ (50,024) | [2] |
Prepaid expenses, deposits and other | (9,244) | 555 | [3] | (3,359) | [3] | |||||||||
Deferred contract costs | (968) | (3,722) | [3] | (1,075) | [3] | |||||||||
Deferred revenue | $ 39,110 | 28,971 | [3] | 14,834 | [3] | |||||||||
Accounting Standards Update 2014-09 | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Net income (loss) | $ (400) | $ 2,000 | $ (1,500) | $ 3,100 | $ 1,200 | $ 1,000 | $ (1,300) | |||||||
Previously Reported | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Net income (loss) | (67,965) | (53,297) | ||||||||||||
Prepaid expenses, deposits and other | 860 | (3,279) | ||||||||||||
Deferred contract costs | 0 | 0 | ||||||||||||
Deferred revenue | 28,958 | 16,952 | ||||||||||||
Restatement Adjustment | Accounting Standards Update 2014-09 | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Net income (loss) | 4,014 | 3,273 | ||||||||||||
Prepaid expenses, deposits and other | (305) | (80) | ||||||||||||
Deferred contract costs | (3,722) | (1,075) | ||||||||||||
Deferred revenue | $ 13 | $ (2,118) | ||||||||||||
[1] | See Note 3 for summary of adjustments. | |||||||||||||
[2] | See Note 3 for summary of adjustments. | |||||||||||||
[3] | See Note 3 for summary of adjustments. |
ADOPTION OF ASC 606, REVENUE _7
ADOPTION OF ASC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS - Deferred revenue rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue, current and noncurrent, as of beginning of year | $ 196,706 | $ 169,010 |
Billings, net | 319,844 | 281,156 |
Revenue recognized | (281,052) | (253,460) |
Deferred revenue, current and noncurrent, as of end of year | $ 235,498 | $ 196,706 |
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 | Dec. 31, 2018 | Oct. 10, 2017 |
Business Combinations [Abstract] | |||
Available Cash From Capital Infusion | $ 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 | $ (2,400) | (1,992) | |
Net equity infusion | $ 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, 2019 | Jun. 20, 2019 | Mar. 06, 2019 | Dec. 31, 2018 | Jul. 19, 2018 | May 31, 2017 | |
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 | $ 2,400,000 | |||||||
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 | $ 436,000 | 435,000 | [1] | |||||
Aggregate purchase price | 775,000,000 | ||||||||
Common stock issued | $ 7,000 | $ 6,000 | [1] | ||||||
Revenue | $ 2,400,000 | ||||||||
Value of guarantee warrant (in shares) | 344,828 | ||||||||
Warrant exercise price (in usd per share) | $ 1.16 | ||||||||
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) | $ 5.19 | $ 5.37 | $ 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 | $ 3,000,000 | |||||||
[1] | See Note 3 for summary of adjustments |
OTHER FINANCIAL INFORMATION - C
OTHER FINANCIAL INFORMATION - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | [2] | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Cash and cash equivalents | $ 37,952 | $ 24,771 | [1] | $ 21,950 | |||
Restricted cash: | |||||||
Control accounts under Credit Facility | 0 | 0 | 17,644 | ||||
Corporate credit card debts and other | 436 | 435 | 433 | ||||
Total restricted cash | 436 | 435 | 18,077 | ||||
Total cash, cash equivalents and restricted cash | $ 38,388 | $ 25,206 | [2] | $ 40,027 | [2] | $ 28,237 | |
[1] | See Note 3 for summary of adjustments | ||||||
[2] | See Note 3 for summary of adjustments. |
OTHER FINANCIAL INFORMATION - A
OTHER FINANCIAL INFORMATION - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance, beginning of year | $ 711 | ||
Allowance, end of year | 1,608 | $ 711 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance, beginning of year | 711 | 51 | $ 36 |
Provisions | 971 | 713 | 45 |
Write offs, net of recoveries | (74) | (53) | (30) |
Allowance, end of year | $ 1,608 | $ 711 | $ 51 |
OTHER FINANCIAL INFORMATION - P
OTHER FINANCIAL INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Prepaid Expenses And Other Current Assets [Line Items] | |||
Prepaid expenses and deposits | $ 15,205 | $ 7,657 | [1] |
Prepaid Expenses and Other Current Assets | |||
Schedule Of Prepaid Expenses And Other Current Assets [Line Items] | |||
Prepaid expenses and deposits | 12,390 | 3,450 | |
Foreign tax refunds receivable | 1,819 | 1,048 | |
Other | 996 | 3,159 | |
Total | $ 15,205 | $ 7,657 | |
[1] | See Note 3 for summary of adjustments |
OTHER FINANCIAL INFORMATION -_2
OTHER FINANCIAL INFORMATION - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | $ 13,514 | $ 12,177 | ||
Less accumulated depreciation | (9,847) | (8,543) | ||
Property and equipment, net | 3,667 | 3,634 | [1] | |
Depreciation | 1,900 | 1,800 | $ 2,000 | |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 8,786 | 7,853 | ||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 2,836 | 2,632 | ||
Capitalized software costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 515 | 517 | ||
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 1,251 | 1,142 | ||
Construction-in-progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | $ 126 | $ 33 | ||
[1] | See Note 3 for summary of adjustments |
OTHER FINANCIAL INFORMATION - O
OTHER FINANCIAL INFORMATION - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accrued sales and other taxes | $ 5,752 | $ 5,687 | ||
Accrued professional fees | 4,367 | 7,035 | ||
Accrued dividends on Redeemable Series A Preferred Stock | 3,889 | 3,521 | ||
Current maturities of capital lease obligations | 222 | 387 | ||
Income taxes payable | 1,091 | 767 | ||
Appeal proceeds payable to insurance company | 4,388 | 449 | ||
Other Accrued Expenses, Current | 3,638 | 2,578 | ||
Other accrued expenses | 23,347 | 20,424 | [1] | |
Advertising expense | $ 900 | $ 1,000 | $ 1,200 | |
[1] | See Note 3 for summary of adjustments |
OTHER FINANCIAL INFORMATION -_3
OTHER FINANCIAL INFORMATION - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | Mar. 30, 2018 | Oct. 31, 2016 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||
Pre-judgment interest on litigation judgment | $ (200) | $ (20,200) | $ 200 | $ 212 | $ 199 | $ 0 | |||||||||
Other | 45 | 54 | 198 | ||||||||||||
Write-off of deferred debt financing costs | 0 | (704) | [1] | 0 | [1] | ||||||||||
Foreign currency transaction gain (loss) | (1,640) | (1,476) | 162 | ||||||||||||
Other expenses | (112) | (295) | (69) | ||||||||||||
Total other income (expense), net | $ (866) | $ (329) | $ (343) | $ 43 | $ (436) | $ (431) | $ (1,684) | $ 329 | $ (1,495) | $ (2,222) | [2] | $ 291 | [2] | ||
[1] | See Note 3 for summary of adjustments. | ||||||||||||||
[2] | See Note 3 for summary of adjustments. |
DEBT - Summary of Debt (Details
DEBT - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Net carrying value | $ 0 | $ 2,372 | ||
Note payable to GPIA Sponsor, net of DDIC | $ 2,400 | |||
Current maturities of long-term debt | 0 | 2,372 | [1] | |
Long-term debt, net of current maturities | 0 | 0 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Net carrying value | 0 | 0 | ||
Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Note payable to GPIA Sponsor, net of DDIC | $ 0 | $ 2,372 | ||
[1] | See Note 3 for summary of adjustments |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jun. 20, 2019USD ($) | Mar. 07, 2019USD ($) | Dec. 21, 2018USD ($) | Jul. 19, 2018USD ($) | Dec. 31, 2018USD ($)year | May 31, 2017USD ($) | Apr. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)year | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)year | Dec. 31, 2017USD ($) | Jun. 28, 2019 | Oct. 10, 2017USD ($) | ||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility maximum amount outstanding | $ 95,000,000 | ||||||||||||||||||||||
Imputed interest rate (percentage) | 13.00% | 13.00% | |||||||||||||||||||||
Loan payable imputed amount | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | $ 1,992,000 | |||||||||||||||||||
Accretion expense | 900,000 | $ 100,000 | |||||||||||||||||||||
Interest expense | $ 23,000 | $ 27,000 | $ 116,000 | $ 232,000 | 299,000 | $ 9,499,000 | $ 9,323,000 | $ 13,409,000 | $ 398,000 | $ 32,530,000 | [1] | 43,357,000 | [1] | ||||||||||
Effective percentage | 26.40% | ||||||||||||||||||||||
Credit facility interest rate (percentage) | 12.00% | 12.00% | |||||||||||||||||||||
Make-whole applicable premium payment (percentage) | 5.00% | ||||||||||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 9,110,000 | $ 133,000,000 | [2] | 0 | [2] | ||||||||||||||||||
Repayments of lines of credit | $ 14,100,000 | ||||||||||||||||||||||
Liability for embedded derivatives | 1,600,000 | ||||||||||||||||||||||
Gain (loss) from change in fair value of embedded derivatives | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 7,800,000 | $ (6,700,000) | $ 500,000 | $ 0 | $ 1,600,000 | [1] | 3,800,000 | [2] | ||||||||||
Revolving Credit Facility | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility borrowing capacity | $ 125,000,000 | ||||||||||||||||||||||
Origination fee (percentage) | 5.00% | ||||||||||||||||||||||
Original issue discount (percentage) | 2.00% | ||||||||||||||||||||||
Credit facility interest rate (percentage) | 15.00% | 15.00% | |||||||||||||||||||||
Revolving Credit Facility | Interest Payable In Cash | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility interest rate (percentage) | 12.00% | 12.00% | |||||||||||||||||||||
Revolving Credit Facility | Interest Payable through the Issuance of Additional Borrowings | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility interest rate (percentage) | 3.00% | 3.00% | |||||||||||||||||||||
Funded Debt | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Interest expense | $ 7,307,000 | ||||||||||||||||||||||
Repayments of lines of credit | 132,830,000 | ||||||||||||||||||||||
Initial Term Loan | Revolving Credit Facility | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility borrowing capacity | $ 30,000,000 | ||||||||||||||||||||||
Delayed Draw A Term Loan | Revolving Credit Facility | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility borrowing capacity | 65,000,000 | ||||||||||||||||||||||
Collateral fee after amendment (percentage) | 2.50% | ||||||||||||||||||||||
Delayed Draw B Term Loan | Revolving Credit Facility | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility borrowing capacity | 17,500,000 | $ 30,000,000 | $ 17,500,000 | $ 17,500,000 | |||||||||||||||||||
Accretion Expense for GP Sponsor Note Payable | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Interest expense | $ 185,000 | $ 905,000 | $ 68,000 | ||||||||||||||||||||
Accretion Expense for GP Sponsor Note Payable | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Interest expense | $ 200,000 | $ 200,000 | |||||||||||||||||||||
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) | 15.00% | ||||||||||||||||||||||
Payment in Kind (PIK) Note | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Credit facility interest rate (percentage) | 3.00% | 3.00% | |||||||||||||||||||||
Expected Term | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Embedded derivative liability measurement input | year | 2.5 | 2.5 | 2.5 | ||||||||||||||||||||
Default Rate | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Embedded derivative liability measurement input | 0.35 | 0.35 | 0.35 | ||||||||||||||||||||
Discount Rate | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Embedded derivative liability measurement input | 0.209 | 0.209 | 0.209 | ||||||||||||||||||||
Risk Free Interest Rate | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Embedded derivative liability measurement input | 0.019 | 0.019 | 0.019 | ||||||||||||||||||||
Credit Spread | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Embedded derivative liability measurement input | 0.190 | 0.190 | 0.190 | ||||||||||||||||||||
Common Class A | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Principal payment | $ 400,000 | $ 400,000 | |||||||||||||||||||||
Debt instrument payment | $ 600,000 | $ 2,700,000 | |||||||||||||||||||||
Private Placement | |||||||||||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 3,325,000 | $ 5,785,000 | $ 133,000,000 | ||||||||||||||||||||
[1] | See Note 3 for summary of adjustments. | ||||||||||||||||||||||
[2] | See Note 3 for summary of adjustments. |
DEBT - Cash Payments to Termina
DEBT - Cash Payments to Terminate Credit Facility (Details) - USD ($) $ in Thousands | Jul. 19, 2018 | Apr. 30, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Extinguishment of Debt [Line Items] | |||||||||||||||
Make-whole applicable premium | $ 23 | $ 27 | $ 116 | $ 232 | $ 299 | $ 9,499 | $ 9,323 | $ 13,409 | $ 398 | $ 32,530 | [1] | $ 43,357 | |||
Total cash termination payments | $ 14,100 | ||||||||||||||
Funded Debt | |||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||
Long-term debt | $ 118,200 | 0 | 139,544 | 0 | 139,544 | ||||||||||
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 | ||||||||||
Mandatory Trigger Event Exit Fees | Funded Debt | |||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||
Long-term debt | 13,624 | 0 | 9,672 | 0 | 9,672 | ||||||||||
Mandatory Consulting Fees | Funded Debt | |||||||||||||||
Extinguishment of Debt [Line Items] | |||||||||||||||
Long-term debt | $ 2,000 | $ 0 | $ 4,000 | $ 0 | $ 4,000 | ||||||||||
[1] | See Note 3 for summary of adjustments. |
DEBT - Funded Debt Activity (De
DEBT - Funded Debt Activity (Details) - USD ($) $ in Thousands | Jul. 19, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | $ (900) | $ (100) | ||||||||||||
DDIC: | ||||||||||||||
Interest expense | $ 23 | $ 27 | $ 116 | $ 232 | $ 299 | $ 9,499 | $ 9,323 | $ 13,409 | $ 398 | 32,530 | [1] | 43,357 | [1] | |
Write-off of deferred debt financing costs | 0 | (54,536) | [2] | $ (12,071) | [2] | |||||||||
Net carrying value | 0 | 2,372 | 0 | 2,372 | ||||||||||
Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 139,544 | 139,544 | ||||||||||||
Balance ending | $ 118,200 | 0 | 139,544 | 0 | 139,544 | |||||||||
DDIC: | ||||||||||||||
Balance beginning | 89,618 | 89,618 | ||||||||||||
Interest expense | 7,307 | |||||||||||||
Balance ending | 0 | 89,618 | 0 | 89,618 | ||||||||||
Net discount | 0 | 59,490 | 0 | 59,490 | ||||||||||
Net carrying value | 0 | 80,054 | 0 | 80,054 | ||||||||||
Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 125,872 | 125,872 | ||||||||||||
Balance ending | 102,576 | 0 | 125,872 | 0 | 125,872 | |||||||||
Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 9,672 | 9,672 | ||||||||||||
Balance ending | 13,624 | 0 | 9,672 | 0 | 9,672 | |||||||||
DDIC: | ||||||||||||||
Balance beginning | 55,200 | 55,200 | ||||||||||||
Balance ending | 0 | 55,200 | 0 | 55,200 | ||||||||||
Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Balance beginning | 4,000 | 4,000 | ||||||||||||
Balance ending | $ 2,000 | 0 | 4,000 | 0 | 4,000 | |||||||||
Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 1,816 | 1,816 | ||||||||||||
Balance ending | 0 | 1,816 | 0 | 1,816 | ||||||||||
Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 4,538 | 4,538 | ||||||||||||
Balance ending | 0 | 4,538 | 0 | 4,538 | ||||||||||
Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 11,521 | 11,521 | ||||||||||||
Balance ending | 0 | 11,521 | 0 | 11,521 | ||||||||||
Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 6,424 | 6,424 | ||||||||||||
Balance ending | 0 | 6,424 | 0 | 6,424 | ||||||||||
Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 6,519 | 6,519 | ||||||||||||
Balance ending | 0 | 6,519 | 0 | 6,519 | ||||||||||
Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | 3,600 | 3,600 | ||||||||||||
Balance ending | 0 | 3,600 | 0 | 3,600 | ||||||||||
Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Balance beginning | $ 30,128 | 30,128 | ||||||||||||
Balance ending | 0 | $ 30,128 | 0 | $ 30,128 | ||||||||||
Payment in Kind (PIK) Note | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 1,886 | |||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Net discount | 0 | 0 | ||||||||||||
Net carrying value | 1,886 | 1,886 | ||||||||||||
Payment in Kind (PIK) Note | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 1,886 | |||||||||||||
Payment in Kind (PIK) Note | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 0 | |||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
PIK Accrual | 0 | |||||||||||||
Payment in Kind (PIK) Note | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Payment in Kind (PIK) Note | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Interest expense | 0 | |||||||||||||
Liability Adjustment | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 3,952 | |||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 3,952 | |||||||||||||
Net discount | 3,952 | 3,952 | ||||||||||||
Net carrying value | 0 | 0 | ||||||||||||
Liability Adjustment | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 3,952 | |||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 3,952 | |||||||||||||
Liability Adjustment | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Liability Adjustment | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Liability Adjustments | 0 | |||||||||||||
Principal Schedule | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | (9,250) | |||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Net discount | 0 | 0 | ||||||||||||
Principal Schedule | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | (7,250) | |||||||||||||
Principal Schedule | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Scheduled liability payments | (2,000) | |||||||||||||
Principal Schedule | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Schedule | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Scheduled liability payments | 0 | |||||||||||||
Principal Prepayments | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (17,932) | |||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Net discount | 0 | 0 | ||||||||||||
Principal Prepayments | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | (17,932) | |||||||||||||
Principal Prepayments | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | 0 | |||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Repayments of debt | 0 | |||||||||||||
Principal Prepayments | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 0 | |||||||||||||
Principal Prepayments | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Principal payment | 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 | |||||||||||||
Accretion Expense | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | |||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Net discount | 11,670 | 11,670 | ||||||||||||
Net carrying value | 11,670 | 11,670 | ||||||||||||
Accretion Expense | Principal Balance | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | |||||||||||||
Accretion Expense | Mandatory Trigger Event Exit Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | |||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Mandatory Consulting Fees | Funded Debt | ||||||||||||||
Contractual Principal and Exit Fees [Roll Forward] | ||||||||||||||
Accretion expense | 0 | |||||||||||||
Accretion Expense | Original issue discount | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Origination fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Amendment fee | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Fair value of warrants | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Consulting fees to lenders | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Other issuance costs | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | 0 | |||||||||||||
Accretion Expense | Cumulative accretion | Funded Debt | ||||||||||||||
DDIC: | ||||||||||||||
Accretion Expense | (11,670) | |||||||||||||
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) | |||||||||||||
[1] | See Note 3 for summary of adjustments. | |||||||||||||
[2] | See Note 3 for summary of adjustments. |
DEBT - Interest Expense (Detail
DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Debt Instrument [Line Items] | |||||||||||||
Credit facility interest rate (percentage) | 12.00% | 12.00% | |||||||||||
Interest expense | $ 23 | $ 27 | $ 116 | $ 232 | $ 299 | $ 9,499 | $ 9,323 | $ 13,409 | $ 398 | $ 32,530 | [1] | $ 43,357 | [1] |
Twelve Point Zero Percentage Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 0 | 7,513 | 11,954 | ||||||||||
Three Point Zero Percentage Paid In Kind Interest Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 0 | 1,886 | 2,966 | ||||||||||
Accretion Expense Funded Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 0 | 11,670 | 23,632 | ||||||||||
Accretion Expense for GP Sponsor Note Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 185 | 905 | 68 | ||||||||||
Other Borrowings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 213 | 146 | 130 | ||||||||||
Principal Prepayments | Applicable Premium For Principal Prepayment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | 0 | 3,103 | 4,607 | ||||||||||
Principal Payments | Applicable Premium For Principal Prepayment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense | $ 0 | $ 7,307 | $ 0 | ||||||||||
Payment in Kind (PIK) Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit facility interest rate (percentage) | 3.00% | 3.00% | |||||||||||
[1] | See Note 3 for summary of adjustments. |
DEBT - Other Debt Financing Exp
DEBT - Other Debt Financing Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Collateral monitoring fees | $ 0 | $ 1,556 | $ 2,505 |
Penalty under credit facility | 0 | 0 | 1,250 |
Amortization of debt issuance costs related to unfunded debt | 0 | 756 | 1,190 |
Unused line fees | 0 | 481 | 893 |
Amortization of prepaid agent fees and other | 0 | 1,002 | 452 |
Total debt financing expenses | 0 | 58,331 | 18,361 |
Write Off DDIC, Prepayment | Funded Debt | |||
Debt Instrument [Line Items] | |||
Amortization of Debt Issuance Costs and Discounts | 0 | 7,169 | 12,071 |
Write Off DDIC, Pay-off | Funded Debt | |||
Debt Instrument [Line Items] | |||
Amortization of Debt Issuance Costs and Discounts | 0 | 44,603 | 0 |
Principal Prepayments | Unfunded Portion | |||
Debt Instrument [Line Items] | |||
Amortization of Debt Issuance Costs and Discounts | $ 0 | $ 2,764 | $ 0 |
REDEEMABLE SERIES A PREFERRED_3
REDEEMABLE SERIES A PREFERRED STOCK - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 20, 2019USD ($)$ / sharesshares | Mar. 07, 2019USD ($)$ / sharesshares | Jul. 19, 2018USD ($)$ / sharesshares | Oct. 10, 2017shares | Oct. 09, 2017shares | Jul. 31, 2018shares | Apr. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)day$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | [1] | ||
Temporary Equity [Line Items] | ||||||||||||||
Shares issued (in shares) | shares | 3,600,000 | 3,600,000 | ||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 9,110 | $ 133,000 | [1] | $ 0 | ||||||||||
Discount on shares issued | $ 7,000 | |||||||||||||
Cash paid for credit facility transaction costs | 2,700 | |||||||||||||
Repayments of lines of credit | $ 14,100 | |||||||||||||
Professional fees and other defense costs of litigation | $ 200 | $ 11,300 | ||||||||||||
Temporary equity, shares authorized | shares | 180,000 | 180,000 | ||||||||||||
Current dividends payable | $ 3,900 | |||||||||||||
Noncurrent dividends payable | $ 1,200 | |||||||||||||
Preferred stock conversion price (usd per share) | $ / shares | $ 1,000 | $ 1,000 | $ 10 | |||||||||||
Preferred stock conversion amount (shares) | shares | 15,500,000 | |||||||||||||
Net carry value, end of period (shares) | shares | 155,231 | 141,000 | ||||||||||||
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 | |||||||||||||
Minimum outstanding percentage before incurring indebtedness (percentage) | 95.00% | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Shares issued (in shares) | shares | 140,000 | 19,209 | ||||||||||||
Dividend rate (percentage) | 13.00% | 13.00% | ||||||||||||
Funded Debt | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Repayments of lines of credit | $ 132,830 | |||||||||||||
Cash Dividend | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Dividend rate (percentage) | 10.00% | 10.00% | 10.00% | |||||||||||
Payment In Kind Dividend | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Dividend rate (percentage) | 3.00% | 3.00% | 3.00% | |||||||||||
Common Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Shares issued (in shares) | shares | 72,414 | 134,483 | 2,900,000 | 145,000 | [2] | |||||||||
Private Placement | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 3,325 | $ 5,785 | $ 133,000 | |||||||||||
Discount on shares issued | 200 | 700 | ||||||||||||
Incremental and direct transaction costs | 339 | 751 | 4,628 | |||||||||||
Payments for offering costs | $ 300 | $ 800 | $ 2,700 | |||||||||||
Preferred stock discount, percentage | 5.00% | 11.00% | ||||||||||||
Private Placement | Series A Preferred Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Shares issued (in shares) | shares | 3,500 | 6,500 | 140,000 | |||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 2,954 | $ 5,093 | $ 114,773 | |||||||||||
Incremental and direct transaction costs | $ 301 | $ 661 | $ 3,994 | |||||||||||
Preferred stock conversion price (usd per share) | $ / shares | $ 1,000 | |||||||||||||
Net carry value, end of period (shares) | shares | 3,500 | 6,500 | 140,000 | 155,231 | 140,846 | |||||||||
Private Placement | Common Stock | ||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||
Shares issued (in shares) | shares | 72,414 | 134,483 | ||||||||||||
Shares issued (in shares) | shares | 72,414 | 134,483 | 207,000 | [2] | 2,897,000 | [2] | ||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 371 | $ 692 | $ 18,227 | |||||||||||
Incremental and direct transaction costs | $ 38 | $ 90 | $ 634 | |||||||||||
Incremental and direct transaction costs (shares) | shares | 35,000 | 85,000 | ||||||||||||
[1] | See Note 3 for summary of adjustments. | |||||||||||||
[2] | 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 | Jun. 20, 2019 | Mar. 07, 2019 | Jul. 19, 2018 | Jul. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | [2] | Mar. 06, 2019 | Oct. 10, 2017 | |||
Class of Stock [Line Items] | |||||||||||||
Stock issued | [1] | $ 779 | |||||||||||
Aggregate cash proceeds on July 19, 2018 | $ 9,110 | $ 133,000 | [2] | $ 0 | |||||||||
Net carry value, end of period (shares) | 155,231 | 141,000 | |||||||||||
Net carrying value, temporary equity | $ 131,316 | $ 113,998 | [3] | ||||||||||
Net carrying value, common stock | $ 7 | 6 | [3] | ||||||||||
Liquidation preference (usd per share) | $ 1,000 | $ 1,000 | $ 10 | ||||||||||
Temporary equity, liquidation preference | $ 3,500 | $ 6,500 | $ 140,000 | $ 155,231 | 140,846 | ||||||||
Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock issued (shares) | 140,000 | 19,209 | |||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Net carrying value, common stock | $ 3,900 | ||||||||||||
Common stock issued (shares) | 72,414 | 134,483 | 2,900,000 | 145,000 | [4] | ||||||||
Shares issued, price per share (in usd per share) | $ 5.19 | $ 6.95 | $ 5.37 | ||||||||||
Private Placement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | ||||||||||
Stock issued | 3,373 | 6,035 | 146,894 | $ 935 | [1] | $ 17,593 | [1] | ||||||
Aggregate cash proceeds on July 19, 2018 | 3,325 | 5,785 | 133,000 | ||||||||||
Incremental and direct transaction costs | (339) | (751) | (4,628) | ||||||||||
Net carrying value, common stock | $ 128,372 | ||||||||||||
Net carrying value, Total | 2,986 | 5,034 | |||||||||||
Incremental and direct costs, shares, cost | $ 200 | $ 500 | |||||||||||
Private Placement | Series A Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock issued (shares) | 3,500 | 6,500 | 140,000 | ||||||||||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | ||||||||||
Aggregate cash proceeds on July 19, 2018 | 2,954 | 5,093 | 114,773 | ||||||||||
Incremental and direct transaction costs | $ (301) | $ (661) | $ (3,994) | ||||||||||
Net carry value, end of period (shares) | 3,500 | 6,500 | 140,000 | 155,231 | 140,846 | ||||||||
Net carrying value, temporary equity | $ 2,653 | $ 4,432 | $ 110,779 | ||||||||||
Liquidation preference (usd per share) | $ 1,000 | ||||||||||||
Private Placement | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock issued | 20,131 | ||||||||||||
Stock issued | $ 376 | 722 | 20,131 | ||||||||||
Aggregate cash proceeds on July 19, 2018 | 371 | 692 | 18,227 | ||||||||||
Incremental and direct transaction costs | (38) | (90) | (634) | ||||||||||
Net carrying value, temporary equity | 17,593 | ||||||||||||
Net carrying value, common stock | $ 333 | $ 602 | |||||||||||
Common stock issued (shares) | 72,414 | 134,483 | 207,000 | [4] | 2,897,000 | [4] | |||||||
Financial Advisor and Professional Fees | Private Placement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Incremental and direct transaction costs | (2,700) | ||||||||||||
Due Diligence and Professional Fees | Private Placement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Incremental and direct transaction costs | $ (200) | $ (300) | $ (1,900) | ||||||||||
[1] | See Note 3 for summary of adjustments. | ||||||||||||
[2] | See Note 3 for summary of adjustments. | ||||||||||||
[3] | See Note 3 for summary of adjustments | ||||||||||||
[4] | See Note 1 for discussion of reverse recapitalization given effect herein. |
REDEEMABLE SERIES A PREFERRED_5
REDEEMABLE SERIES A PREFERRED STOCK - Change in Value of Temporary Equity (Details) - USD ($) $ in Thousands | Oct. 01, 2019 | Jul. 01, 2019 | Jun. 20, 2019 | Apr. 01, 2019 | Mar. 07, 2019 | Jan. 02, 2019 | Oct. 01, 2018 | Jul. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net carry value, beginning of period (shares) | 141,000 | ||||||||||
Preferred stock issued | $ 113,998 | [1] | $ 131,316 | ||||||||
Temporary Equity, Shares Outstanding | 141,000 | 155,231 | |||||||||
Private Placement | Series A Preferred Stock | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net carry value, beginning of period (shares) | 140,000 | 140,846 | |||||||||
Net carrying value, beginning of period | $ 110,779 | $ 113,998 | |||||||||
Issuance of shares to settle PIK Dividends (in shares) | 1,149 | 1,115 | 1,059 | 1,062 | 846 | ||||||
Issuance of shares to settle PIK Dividends | $ 1,149 | $ 1,115 | $ 1,059 | $ 1,062 | $ 846 | ||||||
Preferred stock issued (shares) | 3,500 | 6,500 | 140,000 | ||||||||
Preferred stock issued | $ 2,653 | $ 4,432 | $ 110,779 | ||||||||
Accretion of discount | $ 2,373 | $ 5,848 | |||||||||
Temporary Equity, Shares Outstanding | 3,500 | 6,500 | 140,000 | 140,846 | 155,231 | ||||||
Net carrying value, end of period | $ 110,779 | $ 113,998 | $ 131,316 | ||||||||
[1] | See Note 3 for summary of adjustments |
REDEEMABLE SERIES A PREFERRED_6
REDEEMABLE SERIES A PREFERRED STOCK - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 19, 2018 | |
Class of Stock [Line Items] | ||||
Dividends payable in cash | $ 15,073 | $ 6,366 | $ 0 | |
Dividends payable PIK | 4,522 | $ 1,902 | $ 0 | |
Liability for unpaid dividends | $ 75,878 | |||
Cash Dividend | ||||
Class of Stock [Line Items] | ||||
Dividend rate (percentage) | 10.00% | 10.00% | 10.00% | |
Liability for unpaid dividends | $ 58,367 | |||
Payment In Kind Dividend | ||||
Class of Stock [Line Items] | ||||
Dividend rate (percentage) | 3.00% | 3.00% | 3.00% | |
Liability for unpaid dividends | $ 17,511 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividend rate (percentage) | 13.00% | 13.00% | ||
Dividends payable in cash | $ 15,073 | $ 6,360 | ||
Dividends payable PIK | $ 4,485 | $ 1,902 | ||
Dividends per share (in usd per share) | $ 32.50 | $ 32.50 | ||
Dividends paid | $ (19,127) | $ (3,691) | ||
Dividends paid per share (usd per share) | $ (126.86) | $ (57.78) | ||
Liability for unpaid dividends | $ 5,045 | $ 4,577 | ||
Series A Preferred Stock | Cash Dividend | ||||
Class of Stock [Line Items] | ||||
Total dividends | $ 15,073 | $ 6,360 | ||
Dividends per share (in usd per share) | $ 99.98 | $ 99.56 | ||
Dividends paid | $ (14,742) | $ (2,845) | ||
Liability for unpaid dividends | 3,889 | 3,521 | ||
Series A Preferred Stock | Payment In Kind Dividend | ||||
Class of Stock [Line Items] | ||||
Total dividends | $ 4,485 | $ 1,902 | ||
Dividends per share (in usd per share) | $ 29.75 | $ 29.77 | ||
Dividends paid | $ (4,385) | $ (846) | ||
Liability for unpaid dividends | 1,156 | 1,056 | ||
Series A Preferred Stock | Fractional Shares | ||||
Class of Stock [Line Items] | ||||
Dividends payable in cash | 37 | 6 | ||
Total dividends | $ 37 | $ 6 | ||
Dividends per share (in usd per share) | $ 0.25 | $ 0.09 |
CAPITAL STRUCTURE - Narrative (
CAPITAL STRUCTURE - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2019vote$ / sharesshares | Dec. 31, 2018vote$ / sharesshares | |
Stockholders' Equity Note [Abstract] | ||
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 | 180,000 |
Temporary equity, shares outstanding | 155,231 | 141,000 |
Temporary equity, shares issued | 155,231 | 141,000 |
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 |
CAPITAL STRUCTURE - Summary of
CAPITAL STRUCTURE - Summary of RSI Preferred Stock (Details) - shares shares in Thousands | Oct. 10, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Conversion of stock, shares issued (in shares) | 24,100 | ||
Common stock outstanding (shares) | 67,503 | 64,193 | |
Adams Street Partners | |||
Class of Stock [Line Items] | |||
Conversion of stock, shares issued (in shares) | 22,700 | ||
Preferred stock shares outstanding (percentage) | 35.10% | ||
Common stock outstanding (shares) | 23,700 | ||
Series B Preferred Stock And Series C Preferred Stock | Adams Street Partners | |||
Class of Stock [Line Items] | |||
Preferred stock shares outstanding (percentage) | 100.00% |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND WARRANTS - Narrative (Details) $ / shares in Units, £ in Thousands, $ in Thousands | Feb. 25, 2020shares | Jun. 07, 2018offering_periodshares | Oct. 10, 2017USD ($)$ / sharesshares | Oct. 31, 2014GBP (£)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2017shares | Dec. 31, 2016shares | Oct. 31, 2016shares | Dec. 31, 2007shares | ||
Equity [Abstract] | |||||||||||||
Shares available for future grants (in shares) | 2,885,000 | 2,758,000 | 2,413,000 | 2,899,000 | |||||||||
Potential additional shares authorized for issuance | 4,800,000 | ||||||||||||
Number of additional shares authorized, percentage | 4.00% | ||||||||||||
Additional shares authorized (in shares) | 2,567,000 | 2,300,000 | 0 | ||||||||||
Shares granted | 718,000 | 1,870,000 | 1,877,000 | ||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
Compensation expense recognized | $ | $ 5,532 | $ 4,394 | $ 2,963 | ||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||
Shares outstanding | 18,128,000 | 3,378,000 | |||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.16 | ||||||||||||
Warrant liability | $ | $ 23,621 | $ 7,269 | |||||||||||
Fair value adjustment for warrants | $ | $ 0 | 0 | [1] | $ 16,352 | [1] | ||||||||
Two Thousands And Seven Plan | |||||||||||||
Equity [Abstract] | |||||||||||||
Stock options outstanding (in common shares) | 3,300,000 | ||||||||||||
Two Thousands And Thirteen Plan | |||||||||||||
Equity [Abstract] | |||||||||||||
Stock options outstanding (in common shares) | 5,400,000 | ||||||||||||
Shares available for future grants (in shares) | 2,900,000 | ||||||||||||
Stock Plans | |||||||||||||
Equity [Abstract] | |||||||||||||
Exercise price as percentage of fair value | 100.00% | ||||||||||||
Maximum term (years) | 10 years | ||||||||||||
Percentage of options vested | 33.33% | ||||||||||||
Stock Plans | Director | |||||||||||||
Equity [Abstract] | |||||||||||||
Percentage of options vested | 100.00% | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 5.64 | ||||||||||||
Redeemable Origination Agent Warrants | Merger Warrant | |||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||
Shares outstanding | 3,400,000 | ||||||||||||
Redeemable Origination Agent Warrants | Anti-Dilution Warrant | |||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||
Shares outstanding | 700,000 | ||||||||||||
Stock options | |||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
Intrinsic value of vested options | $ | $ 10,500 | $ 9,500 | $ 7,900 | ||||||||||
Weighted average fair value of options granted (usd per share) | $ / shares | $ 1.98 | $ 2.73 | $ 2.68 | ||||||||||
Average vesting period (years) | 1 year 7 months 6 days | ||||||||||||
Unrecognized compensation cost | $ | $ 2,200 | $ 4,000 | $ 3,200 | ||||||||||
Stock options | Stock Plans | Director | |||||||||||||
Equity [Abstract] | |||||||||||||
Vesting period (years) | 1 year | ||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
RSU vesting period (months) | 1 year | ||||||||||||
Restricted stock units | |||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
Weighted average fair market value (usd per share) | $ / shares | $ 4.84 | ||||||||||||
Fair value of underlying shares | $ | $ 14,500 | ||||||||||||
Compensation expense recognized | $ | 3,400 | ||||||||||||
Unrecognized compensation expense | $ | $ 9,200 | ||||||||||||
Average vesting period (years) | 2 years 3 months 18 days | ||||||||||||
Restricted stock units | Two Thousands And Thirteen Plan | |||||||||||||
Equity [Abstract] | |||||||||||||
Additional RSUs granted (shares) | 3,000,000 | ||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
Additional RSUs granted (shares) | 3,000,000 | ||||||||||||
Restricted stock units | Minimum | Two Thousands And Thirteen Plan | |||||||||||||
Equity [Abstract] | |||||||||||||
Vesting period (years) | 12 months | ||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
RSU vesting period (months) | 12 months | ||||||||||||
Restricted stock units | Maximum | Two Thousands And Thirteen Plan | |||||||||||||
Equity [Abstract] | |||||||||||||
Vesting period (years) | 36 months | ||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
RSU vesting period (months) | 36 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) | 2,700,000 | ||||||||||||
Shares granted | 32,500 | ||||||||||||
Subsequent Event | Restricted stock units | |||||||||||||
Equity [Abstract] | |||||||||||||
Additional RSUs granted (shares) | 74,600 | ||||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | |||||||||||||
Additional RSUs granted (shares) | 74,600 | ||||||||||||
[1] | See Note 3 for summary of adjustments. |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares granted | 718 | 1,870 | 1,877 |
Shares forfeited | (539) | (69) | (298) |
Shares expired | (626) | (45) | (1,093) |
Shares vested, end of year | 168 | ||
Stock Options Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Shares outstanding, beginning of year | 11,904 | 12,130 | 12,863 |
Shares granted | 718 | 1,870 | 1,877 |
Shares forfeited | (539) | (69) | (298) |
Shares expired | (626) | (45) | (1,093) |
Shares exercised | (2,780) | (1,982) | (1,219) |
Shares outstanding, end of year | 8,677 | 11,904 | 12,130 |
Shares vested, end of year | 6,986 | 9,211 | 10,033 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Price outstanding, beginning of year (usd per share) | $ 4 | $ 2.95 | $ 1.94 |
Price granted (usd per share) | 5.22 | 7.87 | 7.63 |
Price forfeited (usd per share) | 7.68 | 7.96 | 6.93 |
Price expired (usd per share) | 7.01 | 5.96 | 0.55 |
Price exercised (usd per share) | 1.20 | 1.03 | 0.71 |
Price outstanding, end of year (usd per share) | 4.55 | 4 | 2.95 |
Price vested, end of year (usd per share) | $ 4.05 | $ 2.91 | $ 2.09 |
Term outstanding, end of year (years) | 4 years 10 months 24 days | 5 years 1 month 6 days | 4 years 10 months 24 days |
Term vested, end of year (years) | 4 years 1 month 6 days | 3 years 10 months 24 days | 4 years |
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 | $ 7.7 | $ 23 | $ 60.4 |
Value of vested stock options | $ 7.7 | $ 23 | $ 58.4 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND WARRANTS - Share Available For Grant (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares Available For Grant [Roll Forward] | |||
Available, beginning of year (in shares) | 2,758 | 2,413 | 2,899 |
Stock options granted (in shares) | (718) | (1,870) | (1,877) |
RSU's granted (in shares) | (2,995) | (199) | 0 |
Expired options under 2007 plan (in shares) | 626 | 45 | 1,093 |
Forfeited options under Stock Plans (in shares) | 539 | 69 | 298 |
Forfeited RSUs under Stock Plans (in shares) | 108 | 0 | 0 |
Newly authorized by Board of Directors (in shares) | 2,567 | 2,300 | 0 |
Available, end of year (in shares) | 2,885 | 2,758 | 2,413 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND WARRANTS - Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |||
Expected life (in years) | 6 years | 5 years 10 months 24 days | 5 years 10 months 24 days |
Volatility (percentage) | 35.00% | 31.00% | 33.00% |
Dividend yield (percentage) | 0.00% | 0.00% | 0.00% |
Risk-free interest rate (percentage) | 2.30% | 2.80% | 1.90% |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND WARRANTS - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | $ 5,532 | $ 4,394 | $ 2,963 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | 927 | 885 | 399 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | 1,821 | 1,865 | 1,411 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | $ 2,784 | $ 1,644 | $ 1,153 |
STOCK-BASED COMPENSATION AND _8
STOCK-BASED COMPENSATION AND WARRANTS - Outstanding Warrants (Details) | May 26, 2015day$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2017shares | Oct. 10, 2017$ / sharesshares | Jun. 30, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.16 | ||||
Shares outstanding | 18,128,000 | 3,378,000 | |||
Value of guarantee warrant (in shares) | 344,828 | ||||
Original Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares outstanding | 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 | $ 11.50 | ||||
Shares outstanding | 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 | $ 11.50 | ||||
Shares outstanding | 6,063,000 | ||||
Public Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | ||||
Number of shares for warrant (in shares) | 8,600,000 | ||||
Value of guarantee warrant (in shares) | 1 | ||||
Warrant redemption price (usd per share) | $ / shares | $ 0.01 | ||||
Days notice required for redemption | day | 30 | ||||
Redemption threshold (usd per share) | $ / shares | $ 18 | ||||
Threshold trading days | day | 20 | ||||
Threshold consecutive trading days | day | 30 | ||||
Exercise period after redemption notice (days) | 30 days | ||||
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) | 6,100,000 | ||||
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 | ||||
Shares outstanding | 3,440,000 |
STOCK-BASED COMPENSATION AND _9
STOCK-BASED COMPENSATION AND WARRANTS - RSI Redeemable Warrants (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Oct. 10, 2017USD ($)$ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018 | Dec. 31, 2017USD ($)shares | Jun. 30, 2017shares | Oct. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding | shares | 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 | |||||||
Volatility (percentage) | 35.00% | 31.00% | 33.00% | ||||||
Risk-free interest rate (percentage) | 2.30% | 2.80% | 1.90% | ||||||
Overall discount rate | 25.00% | ||||||||
Original Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding | shares | 2,651 | 2,700 | |||||||
Value at issuance | $ 8,800 | $ 8,847 | |||||||
Loss (gain) from changes in fair value | 12,833 | (3,142) | |||||||
Warrant liability | 18,538 | $ 5,705 | |||||||
Anti-Dilution Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding | shares | 727 | ||||||||
Value at issuance | $ 1,484 | ||||||||
Loss (gain) from changes in fair value | 3,519 | 80 | |||||||
Warrant liability | $ 5,083 | $ 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) | $ / shares | $ 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 | shares | 3,440 | ||||||||
Redeemable Origination Agent Warrants | Merger Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding | shares | 3,400 | ||||||||
Redeemable Origination Agent Warrants | Anti-Dilution Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding | shares | 700 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Income Taxes [Line Items] | |||
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 | 1,770 | $ 1,027 | $ 0 |
Increase (decrease) in valuation allowance | (5,194) | $ 13,819 | $ (23,648) |
Unremitted earnings of foreign subsidiaries | 20,400 | ||
Deferred tax liability for unremitted foreign earnings | 2,000 | ||
Domestic Tax Authority | |||
Schedule Of Income Taxes [Line Items] | |||
Net operating loss carryforwards | 172,100 | ||
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 | $ 149,400 |
INCOME TAXES - Loss Before Inco
INCOME TAXES - Loss Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 13,557 | $ (68,221) | $ (52,995) |
International | 6,686 | 6,262 | 4,290 |
Loss before income taxes | $ 20,243 | $ (61,959) | $ (48,705) |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Income Tax Disclosure [Abstract] | |||||||||||||
Income tax (expense) benefit at statutory U.S. federal rate | $ (4,251) | $ 13,011 | $ 16,560 | ||||||||||
Income tax (expense) benefit attributable to U.S. states, net | (607) | (362) | 1,469 | ||||||||||
Permanent differences: | |||||||||||||
Non-deductible expenses | (110) | (247) | (284) | ||||||||||
Stock-based compensation | 905 | 918 | (862) | ||||||||||
Other | 57 | (24) | (215) | ||||||||||
Global intangible low taxed income | (1,770) | (1,027) | 0 | ||||||||||
Change in statutory federal tax rate | 0 | 0 | (31,826) | ||||||||||
Transition tax | 0 | 0 | (1,503) | ||||||||||
Foreign rate differential and foreign tax credits | (219) | (511) | 522 | ||||||||||
Foreign withholding taxes | (631) | 0 | 0 | ||||||||||
Capital loss carryforward expiration | (1,138) | 0 | 0 | ||||||||||
Reclassification of warrant to equity and other | (144) | 69 | (8,828) | ||||||||||
(Increase) decrease in valuation allowance | 5,194 | (13,819) | 23,648 | ||||||||||
Total income tax expense | $ (937) | $ (451) | $ (621) | $ (705) | $ (419) | $ (510) | $ (547) | $ (516) | $ (2,714) | $ (1,992) | [1] | $ (1,319) | [1] |
[1] | See Note 3 for summary of adjustments. |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Current income tax expense: | |||||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||||
State | (117) | (112) | (140) | ||||||||||
Foreign | (2,934) | (2,115) | (1,303) | ||||||||||
Total current income tax expense | (3,051) | (2,227) | (1,443) | ||||||||||
Deferred income tax benefit: | |||||||||||||
Federal | 0 | 0 | 0 | ||||||||||
State | 0 | 0 | 0 | ||||||||||
Foreign | 337 | 235 | 124 | ||||||||||
Total deferred income tax benefit | 337 | 235 | 124 | ||||||||||
Total income tax expense | $ (937) | $ (451) | $ (621) | $ (705) | $ (419) | $ (510) | $ (547) | $ (516) | $ (2,714) | $ (1,992) | [1] | $ (1,319) | [1] |
[1] | See Note 3 for summary of adjustments. |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 45,195 | $ 45,639 |
Deferred revenue | 2,514 | 3,770 |
Accounts payable and accrued expenses | 2,298 | 2,499 |
Stock-based compensation | 1,876 | 1,539 |
Capital loss carryforwards | 0 | 1,288 |
Tax credit carryforwards | 423 | 423 |
Deferred rent and other | 582 | 1,529 |
Foreign deferred assets | 1,892 | 1,251 |
Business interest carryforwards | 22,719 | 22,946 |
Gross deferred income tax assets | 77,499 | 80,884 |
Valuation allowance for deferred income tax assets | (68,567) | (73,495) |
Net deferred income tax assets | 8,932 | 7,389 |
Deferred income tax liabilities: | ||
Deferred contract costs | (6,686) | 6,439 |
Other | (998) | (41) |
Deferred tax assets, net | $ 1,248 | $ 909 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | Oct. 09, 2019USD ($) | Sep. 20, 2019 | Apr. 05, 2019USD ($) | Mar. 04, 2019USD ($) | Jul. 19, 2018USD ($) | Mar. 30, 2018USD ($) | Mar. 31, 2017USD ($) | Jan. 17, 2017claim | Oct. 31, 2016USD ($) | Jan. 31, 2018USD ($)judgment_component | Apr. 30, 2017USD ($) | Oct. 31, 2016USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 31, 2018USD ($) | Jan. 08, 2018USD ($) | Sep. 30, 2012motion |
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||
Rent expense | $ 6,200,000 | $ 5,600,000 | $ 5,000,000 | ||||||||||||||||||||
Discretionary employer contribution (percentage) | 100.00% | ||||||||||||||||||||||
Eligible compensation (percentage) | 4.00% | ||||||||||||||||||||||
Matching contribution | $ 2,600,000 | 2,100,000 | 1,700,000 | ||||||||||||||||||||
Pre-judgment interest on litigation judgment | $ (200,000) | $ (20,200,000) | $ 200,000 | 212,000 | 199,000 | 0 | |||||||||||||||||
Loss contingency receivable | $ 50,300,000 | ||||||||||||||||||||||
Litigation settlement awarded | 21,500,000 | ||||||||||||||||||||||
Number of components of final judgement | judgment_component | 2 | ||||||||||||||||||||||
Loss contingency | $ 12,800,000 | ||||||||||||||||||||||
Proceeds from insurance settlement | $ 24,000,000 | $ 18,700,000 | |||||||||||||||||||||
Deferred long-term liability charges | 19,300,000 | ||||||||||||||||||||||
Settlement expenses | 600,000 | ||||||||||||||||||||||
Repayments of lines of credit | 14,100,000 | ||||||||||||||||||||||
Make-whole premium payment | $ 4,600,000 | ||||||||||||||||||||||
Professional fees and other defense costs of litigation | $ 200,000 | $ 11,300,000 | |||||||||||||||||||||
Deferred insurance settlement | $ 8,000,000 | 0 | $ 8,000,000 | ||||||||||||||||||||
Guarantor obligations | $ 22,700,000 | 30,400,000 | |||||||||||||||||||||
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 | $ 124,400,000 | ||||||||||||||||||||||
Litigation expense | $ 21,400,000 | $ 100,000,000 | $ 3,900,000 | ||||||||||||||||||||
Pre-judgment interest on litigation judgment | $ (200,000) | $ (3,000,000) | 200,000 | ||||||||||||||||||||
Damages paid | $ 124,400,000 | ||||||||||||||||||||||
Litigation settlement awarded | $ 12,800,000 | ||||||||||||||||||||||
Amount awarded to other party | $ 500,000 | ||||||||||||||||||||||
Litigation settlement awarded | $ 13,000,000 | ||||||||||||||||||||||
Recovery of non-taxable expenses | $ 12,800,000 | ||||||||||||||||||||||
Percentage of settlement owed to insurance company | 60.00% | ||||||||||||||||||||||
Oracle Litigation II | |||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||
Number of new claims filed | claim | 3 | ||||||||||||||||||||||
State Computer Access Statutes and Related Taxable Costs and Interest | |||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||
Loss contingency receivable | $ 21,300,000 | $ 21,300,000 | 21,300,000 | ||||||||||||||||||||
Oracles Legal Fees | |||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||
Loss contingency receivable | $ 28,500,000 | 28,500,000 | |||||||||||||||||||||
Post-Judgment Interest | |||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||
Loss contingency receivable | $ 500,000 | ||||||||||||||||||||||
Reimbursement from insurance settlement | $ 4,700,000 | ||||||||||||||||||||||
Oracle | Oracle Litigation | |||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||
Number of motions filed | motion | 2 | ||||||||||||||||||||||
Damages sought | 0.5 million |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 5,609 |
2021 | 5,155 |
2022 | 4,067 |
2023 | 2,993 |
2024 | 2,670 |
Thereafter | 5,065 |
Total | $ 25,559 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 19, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
2020 | $ 240 | $ 5,800 | |
2021 | 151 | ||
2022 | 7 | ||
Total minimum lease payments | 398 | ||
Less amounts representing interest | 25 | ||
Present value of minimum lease payments | 373 | ||
Less current portion, included in accrued expenses | 222 | $ 387 | |
Long term obligation, included in other long-term liabilities | $ 151 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Leased Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Leased computer equipment | $ 3,315 | $ 3,109 |
Less accumulated depreciation | (2,881) | (2,346) |
Net | $ 434 | $ 763 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Series A Preferred Stock Dividends (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Dividends Payable [Line Items] | |
2020 | $ 20,565 |
2021 | 21,189 |
2022 | 21,832 |
2023 | 12,292 |
Total | 75,878 |
Cash Dividend | |
Dividends Payable [Line Items] | |
2020 | 15,819 |
2021 | 16,299 |
2022 | 16,794 |
2023 | 9,455 |
Total | 58,367 |
Payment In Kind Dividend | |
Dividends Payable [Line Items] | |
2020 | 4,746 |
2021 | 4,890 |
2022 | 5,038 |
2023 | 2,837 |
Total | $ 17,511 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | Dec. 21, 2018 | Jul. 19, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 18, 2018 | Oct. 31, 2016 |
Related Party Transaction [Line Items] | |||||||||
Imputed interest rate (percentage) | 13.00% | 13.00% | |||||||
Common Class A | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal payment | $ 400,000 | $ 400,000 | |||||||
Shares issued (in shares) | 400,000 | ||||||||
Series A Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued (in shares) | 140,000 | 19,209 | |||||||
GP Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan payable face amount | 3,000,000 | ||||||||
Adams Street Partners | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash contribution | $ 10,000,000 | $ 10,000,000 | |||||||
Revenue for software support services | 1,200,000 | $ 1,900,000 | $ 2,200,000 | ||||||
Amount due from related party | $ 1,200,000 | $ 0 | $ 1,200,000 | ||||||
Adams Street Partners | Series A Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Voting rights related to temporary equity (in shares) | 19,900 | ||||||||
Adams Street Partners | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares outstanding (percentage) | 35.10% | ||||||||
Private Placement | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Value of related party transaction | $ 19,200,000 | ||||||||
Rimini Street, Inc | Adams Street Partners | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership (percentage) | 30.90% |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||||
Earnings Per Share [Abstract] | |||||||||||||||
Net income (loss) | $ (207) | $ 1,360 | $ 6,082 | $ 10,294 | $ 5,431 | $ (47,166) | $ (24,426) | $ 2,210 | $ 17,529 | [1] | $ (63,951) | [1] | $ (50,024) | [2] | |
Accrued cash dividends | (15,073) | (6,366) | 0 | ||||||||||||
PIK dividends declared | (4,522) | (1,902) | 0 | ||||||||||||
Accretion of discount | (5,848) | (2,373) | 0 | ||||||||||||
Deemed dividend for RSI Preferred Stock | 0 | 0 | 0 | ||||||||||||
Loss applicable to common stockholders | $ (6,780) | $ (5,159) | $ (239) | $ 4,265 | $ (508) | $ (51,868) | $ (24,426) | $ 2,210 | $ (7,914) | $ (74,592) | [2] | $ (50,024) | [2] | ||
Weighted average number of shares of common stock outstanding (basic and diluted) | [3] | 66,050,000 | 61,384,000 | [2] | 32,229,000 | [2] | |||||||||
Additional shares outstanding if Series A Preferred Stock is converted | 15,077,000 | 6,388,000 | 0 | ||||||||||||
Total shares outstanding if Series A Preferred Stock is converted to Common Stock | 81,127,000 | 67,772,000 | 32,229,000 | ||||||||||||
Percentage of shares allocable to Series A Preferred Stock | 18.60% | 9.40% | 0.00% | ||||||||||||
Net loss per share of Common Stock (basic and diluted) (usd per share) | [3] | $ (0.12) | $ (1.22) | [2] | $ (1.55) | [2] | |||||||||
Common stock dividends, shares per share | 1 | ||||||||||||||
[1] | See Note 3 for summary of adjustments. | ||||||||||||||
[2] | See Note 3 for summary of adjustments. | ||||||||||||||
[3] | 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 45,237 | 44,316 | 30,258 |
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 | 18,128 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,677 | 11,904 | 12,130 |
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) | 2,909 | 199 | 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) | 15,523 | 14,085 | 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 | 0 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Narrative (Details) $ in Thousands | Jun. 20, 2019USD ($) | Mar. 07, 2019USD ($) | Jul. 19, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Concentration Risk [Line Items] | |||||||
Property and equipment, net | $ 3,667 | $ 3,634 | [1] | ||||
Cash and cash equivalents | 37,952 | 24,771 | [1] | $ 21,950 | |||
Restricted cash | 436 | 435 | $ 18,077 | ||||
Non-US | |||||||
Concentration Risk [Line Items] | |||||||
Property and equipment, net | 1,400 | 1,100 | |||||
Single Financial Institution | |||||||
Concentration Risk [Line Items] | |||||||
Cash and cash equivalents | $ 33,100 | 19,900 | |||||
Other Financial Institution | |||||||
Concentration Risk [Line Items] | |||||||
Restricted cash | $ 1,300 | ||||||
Series A Preferred Stock | Risk Free Interest Rate | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.0172 | 0.0244 | 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 | $ 2,997 | $ 5,313 | $ 126,763 | ||||
Private Placement | Series A Preferred Stock | |||||||
Concentration Risk [Line Items] | |||||||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | ||||
Minimum | Series A Preferred Stock | Expected Term | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 4 | ||||||
Minimum | Series A Preferred Stock | Measurement Input, Implied Yield | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.209 | ||||||
Maximum | Series A Preferred Stock | Expected Term | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 5 | ||||||
Maximum | Series A Preferred Stock | Measurement Input, Implied Yield | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.229 | ||||||
[1] | See Note 3 for summary of adjustments |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Cost Method Investment [Line Items] | |||||||||||
Revenues | $ 76,128 | $ 69,182 | $ 69,869 | $ 65,873 | $ 68,141 | $ 63,443 | $ 63,390 | $ 58,486 | $ 281,052 | $ 253,460 | $ 214,860 |
United States of America | |||||||||||
Schedule Of Cost Method Investment [Line Items] | |||||||||||
Revenues | 179,677 | 163,683 | 145,460 | ||||||||
International | |||||||||||
Schedule Of Cost Method Investment [Line Items] | |||||||||||
Revenues | $ 101,375 | $ 89,777 | $ 69,400 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenue | $ 76,128 | $ 69,182 | $ 69,869 | $ 65,873 | $ 68,141 | $ 63,443 | $ 63,390 | $ 58,486 | $ 281,052 | $ 253,460 | $ 214,860 | |||
Cost of revenue | 30,320 | 25,915 | 25,034 | 23,837 | 24,136 | 22,220 | 26,084 | 23,541 | 105,106 | 95,981 | [1] | 82,898 | [1] | |
Gross profit | 45,808 | 43,267 | 44,835 | 42,036 | 44,005 | 41,223 | 37,306 | 34,945 | 175,946 | 157,479 | [1] | 131,962 | [1] | |
Operating expenses: | ||||||||||||||
Sales and marketing | 29,670 | 26,756 | 26,899 | 23,955 | 24,806 | 21,799 | 22,702 | 20,186 | 107,280 | 89,493 | [1] | 65,684 | [1] | |
General and administrative | 12,705 | 11,041 | 10,630 | 12,988 | 7,490 | 8,585 | 10,324 | 10,805 | 47,364 | 37,204 | [1] | 36,144 | [1] | |
Litigation costs, net of recoveries | 1,814 | 3,303 | 144 | (6,095) | 5,124 | 6,990 | 9,113 | (19,969) | (834) | 1,258 | [1] | 4,860 | [1] | |
Total operating expenses | 44,189 | 41,100 | 37,673 | 30,848 | 37,420 | 37,374 | 42,139 | 11,022 | 153,810 | 127,955 | [1] | 106,688 | [1] | |
Operating income | 1,619 | 2,167 | 7,162 | 11,188 | 6,585 | 3,849 | (4,833) | 23,923 | 22,136 | 29,524 | [1] | 25,274 | [1] | |
Interest expense | (23) | (27) | (116) | (232) | (299) | (9,499) | (9,323) | (13,409) | (398) | (32,530) | [1] | (43,357) | [1] | |
Amortization of Debt Issuance Costs | 0 | 0 | 0 | 0 | 0 | (48,375) | (1,339) | (8,617) | ||||||
Gain from change in fair value of embedded derivatives | 0 | 0 | 0 | 0 | 0 | 7,800 | (6,700) | 500 | 0 | 1,600 | [1] | 3,800 | [2] | |
Other income (expenses), net | (866) | (329) | (343) | 43 | (436) | (431) | (1,684) | 329 | (1,495) | (2,222) | [1] | 291 | [1] | |
Income (loss) before income taxes | 730 | 1,811 | 6,703 | 10,999 | 5,850 | (46,656) | (23,879) | 2,726 | 20,243 | (61,959) | [1] | (48,705) | [1] | |
Income tax expense | (937) | (451) | (621) | (705) | (419) | (510) | (547) | (516) | (2,714) | (1,992) | [1] | (1,319) | [1] | |
Net income (loss) | (207) | 1,360 | 6,082 | 10,294 | 5,431 | (47,166) | (24,426) | 2,210 | 17,529 | [3] | (63,951) | [3] | (50,024) | [1] |
Net loss attributable to common stockholders | $ (6,780) | $ (5,159) | $ (239) | $ 4,265 | $ (508) | $ (51,868) | $ (24,426) | $ 2,210 | $ (7,914) | $ (74,592) | [1] | $ (50,024) | [1] | |
Earnings (loss) per share attributable to common stockholders: | ||||||||||||||
Basic (usd per share) | $ (0.10) | $ (0.08) | $ 0 | $ 0.07 | $ (0.01) | $ (0.83) | $ (0.41) | $ 0.04 | ||||||
Diluted (usd per share) | $ (0.10) | $ (0.08) | $ 0 | $ 0.06 | $ (0.01) | $ (0.83) | $ (0.41) | $ 0.03 | ||||||
Weighted average number of common shares outstanding: | ||||||||||||||
Basic (shares) | 67,310 | 66,696 | 65,535 | 64,622 | 63,817 | 62,590 | 59,800 | 59,393 | ||||||
Diluted (shares) | 67,310 | 66,696 | 65,535 | 69,101 | 63,817 | 62,590 | 59,800 | 68,154 | ||||||
[1] | See Note 3 for summary of adjustments. | |||||||||||||
[2] | See Note 3 for summary of adjustments. | |||||||||||||
[3] | See Note 3 for summary of adjustments. |
UNAUDITED QUARTERLY FINANCIAL_4
UNAUDITED QUARTERLY FINANCIAL DATA - Quarterly Financial Data Footnotes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Revenues | $ 76,128 | $ 69,182 | $ 69,869 | $ 65,873 | $ 68,141 | $ 63,443 | $ 63,390 | $ 58,486 | $ 281,052 | $ 253,460 | $ 214,860 | |||
Sales and marketing | 29,670 | 26,756 | 26,899 | 23,955 | 24,806 | 21,799 | 22,702 | 20,186 | 107,280 | 89,493 | [1] | 65,684 | [1] | |
General and administrative | 12,705 | 11,041 | 10,630 | 12,988 | 7,490 | 8,585 | 10,324 | 10,805 | 47,364 | 37,204 | [1] | 36,144 | [1] | |
Net income (loss) | (207) | 1,360 | 6,082 | 10,294 | 5,431 | (47,166) | (24,426) | 2,210 | 17,529 | [2] | (63,951) | [2] | (50,024) | [1] |
Other income (expenses), net | $ (866) | (329) | (343) | 43 | (436) | (431) | (1,684) | 329 | $ (1,495) | $ (2,222) | [1] | $ 291 | [1] | |
Accounting Standards Update 2014-09 | ||||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||||
Revenues | 200 | 1,900 | (400) | 400 | 800 | 700 | (1,300) | |||||||
Sales and marketing | 40 | 600 | 600 | (2,800) | (500) | (400) | (21) | |||||||
General and administrative | 600 | (600) | 600 | 200 | ||||||||||
Net income (loss) | $ (400) | $ 2,000 | $ (1,500) | 3,100 | 1,200 | 1,000 | (1,300) | |||||||
Other income (expenses), net | $ 100 | $ (100) | $ (100) | $ (1) | ||||||||||
[1] | See Note 3 for summary of adjustments. | |||||||||||||
[2] | See Note 3 for summary of adjustments. |