Cover Page
Cover Page - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001635282 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37397 | |
Entity Registrant Name | Rimini Street, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4880301 | |
Entity Address, Address Line One | 3993 Howard Hughes Parkway | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | (702) | |
Local Phone Number | 839-9671 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 69,223 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RMNI | |
Security Exchange Name | NASDAQ | |
Public Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Public Units, each consisting of one share of CommonStock, $0.0001 par value, and one-half of one Warrant | |
Trading Symbol | RMNIU | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, exercisable for one share of Common Stock, $0.0001 par value | |
Trading Symbol | RMNIW |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 72,672 | $ 37,952 |
Restricted cash | 333 | 436 |
Accounts receivable, net of allowance of $1,191 and $1,608, respectively | 63,475 | 111,574 |
Deferred contract costs, current | 12,061 | 11,754 |
Prepaid expenses and other | 12,517 | 15,205 |
Total current assets | 161,058 | 176,921 |
Long-term assets: | ||
Property and equipment, net of accumulated depreciation and amortization of $10,562 and $9,847, respectively | 3,339 | 3,667 |
Operating lease right-of-use assets | 17,403 | 0 |
Deferred contract costs, noncurrent | 17,323 | 16,295 |
Deposits and other | 1,521 | 3,089 |
Deferred income taxes, net | 1,197 | 1,248 |
Total assets | 201,841 | 201,220 |
Current liabilities: | ||
Accounts payable | 4,646 | 2,303 |
Accrued compensation, benefits and commissions | 28,913 | 27,918 |
Other accrued liabilities | 19,207 | 23,347 |
Operating lease liabilities, current | 4,165 | 0 |
Deferred revenue, current | 195,603 | 205,771 |
Total current liabilities | 252,534 | 259,339 |
Long-term liabilities: | ||
Deferred revenue, noncurrent | 22,903 | 29,727 |
Operating lease liabilities, noncurrent | 14,125 | 0 |
Accrued PIK dividends payable | 1,175 | 1,156 |
Other long-term liabilities | 865 | 2,275 |
Total liabilities | 291,602 | 292,497 |
Commitments and contingencies (Note 8) | ||
Authorized 180 shares; issued and outstanding 158 shares and 155 shares as of June 30, 2020 and December 31, 2019, respectively. Liquidation preference of $157,554, net of discount of $20,801 and $155,231, net of discount of $23,915, as of June 30, 2020 and December 31, 2019, respectively. | 136,753 | 131,316 |
Stockholders’ deficit: | ||
Preferred stock; $0.0001 par value. 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 68,530 and 67,503 shares as of June 30, 2020 and December 31, 2019, respectively | 7 | 7 |
Additional paid-in capital | 83,959 | 93,484 |
Accumulated other comprehensive loss | (1,840) | (1,429) |
Accumulated deficit | (308,640) | (314,655) |
Total stockholders' deficit | (226,514) | (222,593) |
Total liabilities, redeemable preferred stock and stockholders' deficit | $ 201,841 | $ 201,220 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Statement of Financial Position [Abstract] | |||
Allowance for Doubtful Accounts Receivable, Current | $ 1,191 | $ 1,608 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 10,562 | $ 9,847 | |
Shares authorized (shares) | 180,000 | 180,000 | |
Shares issued (shares) | 158,000 | 155,000 | |
Shares outstanding (shares) | 157,554 | 155,000 | |
Temporary Equity, Liquidation Preference | $ 157,554 | $ 155,231 | |
Temporary Equity, Discount On Shares | $ 20,801 | $ 23,915 | |
Preferred Stock, Par or Stated Value Per Share (USD per share) | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized (shares) | 99,820,000 | 99,820,000 | |
Common Stock, Par or Stated Value Per Share (USD per share) | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized (shares) | 1,000,000,000 | 1,000,000,000 | |
Common Stock, Shares, Issued (shares) | 68,530,000 | 67,503,000 | |
Common Stock, Shares, Outstanding (shares) | 68,530,000 | 67,503,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 78,402 | $ 69,869 | $ 156,434 | $ 135,742 |
Cost of revenue | 30,437 | 25,034 | 60,636 | 48,871 |
Gross profit | 47,965 | 44,835 | 95,798 | 86,871 |
Operating expenses: | ||||
Sales and marketing | 26,836 | 26,899 | 55,248 | 50,854 |
General and administrative | 13,133 | 10,630 | 25,134 | 23,618 |
Litigation costs and related recoveries: | ||||
Professional fees and other costs of litigation | 2,722 | 444 | 5,474 | 2,485 |
Litigation appeal refunds | 0 | 0 | 0 | (12,775) |
Insurance costs and recoveries, net | 141 | (300) | 1,062 | 4,339 |
Litigation costs and related recoveries, net | 2,863 | 144 | 6,536 | (5,951) |
Total operating expenses | 42,832 | 37,673 | 86,918 | 68,521 |
Operating income | 5,133 | 7,162 | 8,880 | 18,350 |
Non-operating income and (expenses): | ||||
Interest expense | (12) | (116) | (25) | (348) |
Other expenses, net | (567) | (343) | (785) | (300) |
Income before income taxes | 4,554 | 6,703 | 8,070 | 17,702 |
Income tax expense | (1,084) | (621) | (2,055) | (1,326) |
Net income | 3,470 | 6,082 | 6,015 | 16,376 |
Other comprehensive income: | ||||
Foreign currency translation gain (loss) | 402 | (70) | (411) | (69) |
Comprehensive income | 3,872 | 6,012 | 5,604 | 16,307 |
Net income (loss) attributable to common stockholders | $ (3,217) | $ (238) | $ (7,302) | $ 3,285 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (usd per share) | $ (0.05) | $ 0 | $ (0.11) | $ 0.05 |
Diluted (usd per share) | $ (0.05) | $ 0 | $ (0.11) | $ 0.05 |
Weighted average number of shares of Common Stock outstanding: | ||||
Basic (shares) | 68,290,000 | 65,535,000 | 68,076,000 | 65,080,000 |
Diluted (shares) | 68,290,000 | 65,535,000 | 68,076,000 | 69,202,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Private PlacementCommon Stock | Private PlacementAdditional Paid-in Capital |
Beginning balance (shares) at Dec. 31, 2018 | 64,193 | ||||||
Stockholders' deficit, beginning of period at Dec. 31, 2018 | $ (225,398) | $ 6 | $ 108,347 | $ (1,567) | $ (332,184) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options for cash (shares) | 1,685 | ||||||
Restricted stock units vested (shares) | 157 | ||||||
Issuance of common stock (shares) | 145 | 207 | |||||
Exercise of stock options for cash | $ 1 | 1,968 | |||||
Restricted stock units vested | 0 | 0 | |||||
Issuance of common stock | 0 | 780 | $ 0 | $ 934 | |||
Stock based compensation expense | 2,208 | ||||||
Accretion of discount on Series A Preferred Stock | (2,808) | ||||||
Payable in cash | (7,340) | ||||||
Payable in kind | (2,202) | ||||||
Foreign currency translations gain (loss) | (69) | (69) | |||||
Net income | 16,376 | 16,376 | |||||
Stockholders' deficit, end of period at Jun. 30, 2019 | (215,550) | $ 7 | 101,887 | (1,636) | (315,808) | ||
Ending balance (shares) at Jun. 30, 2019 | 66,387 | ||||||
Beginning balance (shares) at Mar. 31, 2019 | 65,242 | ||||||
Stockholders' deficit, beginning of period at Mar. 31, 2019 | (217,994) | $ 7 | 105,455 | (1,566) | (321,890) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options for cash (shares) | 1,018 | ||||||
Restricted stock units vested (shares) | 19 | ||||||
Issuance of common stock (shares) | 35 | 73 | |||||
Exercise of stock options for cash | $ 0 | 1,186 | |||||
Restricted stock units vested | 0 | 0 | |||||
Issuance of common stock | 0 | 182 | $ 0 | 332 | |||
Stock based compensation expense | 1,052 | ||||||
Accretion of discount on Series A Preferred Stock | (1,449) | ||||||
Payable in cash | (3,747) | ||||||
Payable in kind | (1,124) | ||||||
Foreign currency translations gain (loss) | (70) | (70) | |||||
Net income | 6,082 | 6,082 | |||||
Stockholders' deficit, end of period at Jun. 30, 2019 | (215,550) | $ 7 | 101,887 | (1,636) | (315,808) | ||
Ending balance (shares) at Jun. 30, 2019 | 66,387 | ||||||
Beginning balance (shares) at Dec. 31, 2019 | 67,503 | ||||||
Stockholders' deficit, beginning of period at Dec. 31, 2019 | $ (222,593) | $ 7 | 93,484 | (1,429) | (314,655) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options for cash (shares) | 564 | 564 | |||||
Restricted stock units vested (shares) | 463 | ||||||
Issuance of common stock (shares) | 0 | 0 | |||||
Exercise of stock options for cash | $ 0 | 556 | |||||
Restricted stock units vested | 0 | 0 | |||||
Issuance of common stock | 0 | 0 | $ 0 | 0 | |||
Stock based compensation expense | 3,236 | ||||||
Accretion of discount on Series A Preferred Stock | (3,114) | ||||||
Payable in cash | (7,849) | ||||||
Payable in kind | (2,354) | ||||||
Foreign currency translations gain (loss) | $ (411) | (411) | |||||
Net income | 6,015 | 6,015 | |||||
Stockholders' deficit, end of period at Jun. 30, 2020 | (226,514) | $ 7 | 83,959 | (1,840) | (308,640) | ||
Ending balance (shares) at Jun. 30, 2020 | 68,530 | ||||||
Beginning balance (shares) at Mar. 31, 2020 | 68,032 | ||||||
Stockholders' deficit, beginning of period at Mar. 31, 2020 | (225,677) | $ 7 | 88,668 | (2,242) | (312,110) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options for cash (shares) | 260 | ||||||
Restricted stock units vested (shares) | 238 | ||||||
Issuance of common stock (shares) | 0 | 0 | |||||
Exercise of stock options for cash | $ 0 | 252 | |||||
Restricted stock units vested | 0 | 0 | |||||
Issuance of common stock | 0 | 0 | $ 0 | $ 0 | |||
Stock based compensation expense | 1,726 | ||||||
Accretion of discount on Series A Preferred Stock | (1,567) | ||||||
Payable in cash | (3,939) | ||||||
Payable in kind | (1,181) | ||||||
Foreign currency translations gain (loss) | 402 | 402 | |||||
Net income | 3,470 | 3,470 | |||||
Stockholders' deficit, end of period at Jun. 30, 2020 | $ (226,514) | $ 7 | $ 83,959 | $ (1,840) | $ (308,640) | ||
Ending balance (shares) at Jun. 30, 2020 | 68,530 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 6,015 | $ 16,376 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Accretion and amortization of debt discount and issuance costs | 0 | 185 |
Stock-based compensation expense | 3,236 | 2,208 |
Depreciation and amortization | 886 | 966 |
Deferred income taxes | 33 | (74) |
Amortization and accretion related to ROU assets | 3,047 | 0 |
Other | 8 | 141 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 46,457 | 9,225 |
Prepaid expenses, deposits and other | 3,777 | (4,032) |
Deferred contract costs | (1,335) | 1,134 |
Accounts payable | 2,361 | (9,364) |
Accrued compensation, benefits, commissions and other liabilities | (5,583) | 150 |
Deferred revenue | (14,658) | 8,070 |
Net cash provided by operating activities | 44,244 | 24,985 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Capital expenditures | (725) | (641) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 0 | 9,110 |
Principal payments on borrowings | 0 | (2,555) |
Payments for deferred offering and financing costs | 0 | (452) |
Payments of cash dividends on Series A Preferred Stock | (7,805) | (7,127) |
Principal payments on capital leases | (100) | |
Principal payments on capital leases | (281) | |
Proceeds from exercise of employee stock options | 557 | 1,969 |
Net cash provided by (used in) financing activities | (7,348) | 664 |
Effect of foreign currency translation changes | (1,554) | 69 |
Net change in cash, cash equivalents and restricted cash | 34,617 | 25,077 |
Cash, cash equivalents and restricted cash at beginning of period | 38,388 | 25,206 |
Cash, cash equivalents and restricted cash at end of period | 73,005 | 50,283 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 24 | 183 |
Cash paid for income taxes | 1,464 | 1,056 |
Transaction costs | 0 | 390 |
Accrued cash dividends | 3,939 | 3,747 |
Accrued PIK dividends | 1,182 | 1,124 |
Accretion of discount on Series A Preferred Stock | 3,114 | 2,808 |
Issuance of Series A Preferred Stock for PIK dividends | 2,323 | 2,121 |
Purchase of equipment under capital lease obligations | 0 | 213 |
Capital Expenditures Incurred but Not yet Paid | 25 | $ 281 |
Stock Issued, Noncash Transactions | 207 | |
Common Stock | ||
Issuance of 120 shares of Common Stock for consent regarding Private Placements | 0 | $ 638 |
Redeemable Series A Preferred Stock | ||
Fair value of 207 shares of Common Stock issued in 2019 for no consideration regarding their respective Private Placements | 0 | 1,098 |
Original issuance discount on Series A Preferred Stock | $ 0 | $ 500 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows (Parenthetical) shares in Thousands | 6 Months Ended |
Jun. 30, 2019shares | |
Common stock issued (shares) | 207 |
Private Placement | Common Stock | |
Common stock issued (shares) | 120 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Rimini Street, Inc. (the “Company”) 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 and services offered by enterprise software vendors. Basis of Presentation and Consolidation The unaudited condensed 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. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K as filed with the SEC on March 16, 2020 (the “2019 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements. The Company’s financial condition as of June 30, 2020, and operating results for both the three and six months ended June 30, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2020. |
LIQUIDITY AND SIGNIFICANT ACCOU
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES | LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES Liquidity As of June 30, 2020, the Company’s current liabilities exceeded its current assets by $91.5 million, and the Company earned net income of $3.5 million for the three months ended June 30, 2020. As of June 30, 2020, the Company had available cash, cash equivalents and restricted cash of $73.0 million. As of June 30, 2020, the Company's current liabilities included $195.6 million of deferred revenue whereby the historical costs of fulfilling the Company's commitments to provide services to its clients was approximately 39% of the related deferred revenue for the three months ended June 30, 2020. As discussed in Note 5, 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 shares of Common Stock. On March 7, 2019, the Company completed a second private 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 had previously refinanced and repaid its former Credit Facility on July 19, 2018 through aggregate cash payments of $132.8 million that resulted in the termination of the Credit Facility. These cash payments were funded from the Initial Private Placement (together with cash-on-hand) discussed in Note 5 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. These refinancing arrangements improved 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 remaining initial 5-year period beginning on July 19, 2018, 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, the Company is obligated to make operating and capital lease payments that are due within the next 12 months in the aggregate amount of $6.3 million. In March 2020, the World Health Organization declared the outbreak of a novel strain of the coronavirus (“COVID-19”) to be a pandemic. Assuming that, after the issuance date of these financial statements, the Company’s ability to operate continues not to be significantly adversely impacted by the COVID-19 pandemic, 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. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, accounts receivable, valuation assumptions for stock options and leases, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and actual results, the Company’s future consolidated results of operation may be affected. Recent Accounting Pronouncements Recently Adopted Standards. The following accounting standards were adopted during the fiscal year 2020: In February 2016, Financial Accounting Standards Board (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 Company adopted ASC 842 using the modified retrospective method on January 1, 2020. See Note 12 for the disclosure on the impact of adopting this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires application of an impairment model known as the current expected credit loss (“CECL”) model to certain financial instruments held at amortized cost, including trade receivables. Using the CECL model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions, and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable loss has been incurred. The new guidance was effective for the Company in January 2020. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements , which provides new guidance on disclosures related to fair value measurements. The guidance is intended to improve the effectiveness of the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated and modified disclosure requirements. The guidance was effective for the Company in January 2020. The adoption of this guidance did not have an impact on the Company's Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which clarifies the accounting for implementation costs in cloud computing arrangements. The guidance aligns the requirements for capitalizing implementation costs in a hosting arrangement that is a service contract with the requirements for capitalization costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The new guidance was effective for the Company in January 2020. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements. Recently Issued Accounting Standards: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The guidance removes certain exceptions to the general income tax accounting principles, and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance is effective for the Company as of January 1, 2021. We are assessing the impact of the adoption of this guidance on the Company's Consolidated Financial Statements. In January 2020, the FASB issued ASU 2020-1 , Investments - Equity Securities (Topic 321), Investments - Equity and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The guidance clarifies interactions between current accounting standards on equity securities, equity method and joint ventures, and derivatives and hedging. The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The new guidance is effective for us as of January 1, 2021. We do not expect the adoption of this guidance to have a material impact on the Company's Consolidated Financial Statements. |
DEFERRED CONTRACT COSTS AND DEF
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE | DEFERRED CONTRACT COSTS AND DEFERRED REVENUE Activity for deferred contract costs for the three and six months ended June 30, 2020 and 2019 is shown below (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Deferred contract costs, current and noncurrent, as of the beginning of period $ 28,472 $ 26,501 $ 28,049 $ 27,080 Capitalized commissions during the period 4,289 2,517 8,042 4,935 Amortized deferred contract costs during the period (3,377) (3,071) (6,707) (6,068) Deferred contract costs, current and noncurrent, as of the end of period $ 29,384 $ 25,947 $ 29,384 $ 25,947 Deferred revenue activity for the three and six months ended June 30, 2020 and 2019 is shown below (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Deferred revenue, current and noncurrent, as of the beginning of period $ 222,654 $ 196,571 $ 235,498 $ 196,706 Billings, net 74,254 78,143 139,442 143,881 Revenue recognized (78,402) (69,869) (156,434) (135,742) Deferred revenue, current and noncurrent, as of the end of period $ 218,506 $ 204,845 $ 218,506 $ 204,845 The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized. As of June 30, 2020, the remaining transaction price included in deferred revenue was $195.6 million in current and $22.9 million in noncurrent. |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | OTHER FINANCIAL INFORMATION Other Accrued Liabilities As of June 30, 2020 and December 31, 2019, other accrued liabilities consist of the following (in thousands): 2020 2019 Accrued sales and other taxes $ 2,017 $ 5,752 Accrued professional fees 3,528 4,367 Accrued dividends on Redeemable Series A Preferred Stock 3,946 3,889 Current maturities of capital lease obligations 200 222 Income taxes payable 946 1,091 Appeal proceeds payable to insurance company 5,450 4,388 Other accrued expenses 3,120 3,638 Total other accrued liabilities $ 19,207 $ 23,347 Interest Expense The components of interest expense are presented below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Accretion expense for GP Sponsor note payable $ — $ 57 $ — $ 185 Interest on other borrowings 12 59 25 163 Total interest expense $ 12 $ 116 $ 25 $ 348 The note payable to GPIC Ltd, a Bermuda company (“GP Sponsor”), was paid off on June 28, 2019. See Note 9 for further information. |
REDEEMABLE SERIES A PREFERRED S
REDEEMABLE SERIES A PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 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 11 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, (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 SPA discussed above. 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 11 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 SPA discussed above. 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 11 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 December 31, 2019 to June 30, 2020 are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value as of December 31, 2019 155,231 $ 131,316 Issuance of shares to settle PIK Dividends on January 2, 2020 1,170 1,170 Accretion of discount for the three months ended March 31, 2020 — 1,547 Issuance of shares to settle PIK Dividends on April 1, 2020 1,153 1,153 Accretion of discount for the three months ended June 30, 2020 — 1,567 Net carrying value as of June 30, 2020 157,554 $ 136,753 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, and 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, from the respective issuance date, a cash dividend of 10.0% per annum (the “Cash Dividends”) and a payment-in-kind dividend of 3.0% per annum (the “PIK Dividends” and, together with the Cash Dividends, the “Dividends”) for the first five years following the initial June 2018 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 June 30, 2020 and December 31, 2019 since the holders have redemption rights beginning on July 19, 2023 (and earlier under certain circumstances). As required under the CoD, the Cash Dividends and PIK Dividends for the period in which the Series A Preferred Stock was outstanding during the second quarter of 2020 were settled on July 1, 2020 to holders of record on June 16, 2020. Accordingly, the Company accrued a current liability for accrued Cash Dividends through June 30, 2020 for $3.9 million. A long-term liability was recorded for $1.2 million of PIK Dividends that accrued through June 30, 2020, and that were settled through the issuance of 1,175 shares of Series A Preferred Stock on July 1, 2020. Presented below is a summary of total and per share dividends declared through June 30, 2020 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Cash PIK Dividends Per Share Dividends payable as of December 31, 2019 $ 3,889 $ 1,156 $ 5,045 $ 32.50 Cash Dividends 10% per annum 3,910 — 3,910 25.00 PIK Dividends 3% per annum — 1,167 1,167 7.46 Fractional PIK shares settled for cash 6 — 6 0.04 Less dividends settled January 2, 2020 (3,931) (1,170) (5,101) (32.61) Dividends payable as of March 31, 2020 3,874 1,153 5,027 32.14 Cash Dividends 10% per annum 3,939 — 3,939 25.00 PIK Dividends 3% per annum — 1,175 1,175 7.46 Fractional PIK shares settled for cash 7 — 7 0.04 Less dividends settled April 1 , 2020 (3,874) (1,153) (5,027) (31.91) Dividends payable as of June 30, 2020 $ 3,946 $ 1,175 $ 5,121 $ 32.50 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 15.8 million shares of Common Stock based on 157,554 shares of Series A Preferred Stock outstanding as of June 30, 2020. 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 equal to the amount 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 shares, 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. 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 June 2019 SPA, March 2019 SPA and 2018 SPA), subject to certain exceptions. 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, required 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 all such registration requirements in July 2019. Each such Registration Rights Agreement also includes customary “piggyback” registration rights, suspension rights, indemnification, contribution, and assignment provisions. |
RESTRICTED STOCK UNITS, STOCK O
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS | RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS The Company’s stock option plans consist of the 2007 Stock Plan (the “2007 Plan”) and the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”). The 2007 Plan and the 2013 Plan are collectively referred to as the “Stock Plans”. On February 25, 2020, the Board of Directors authorized an increase of approximately 2.7 million shares available for grant under the 2013 Plan. For additional information about the Stock Plans, please refer to Note 9 to the Company’s consolidated financial statements for the year ended December 31, 2019, included in the 2019 Form 10-K. The information presented below provides an update for activity under the Stock Plans for the six months ended June 30, 2020. Restricted Stock Units For the six months ended June 30, 2020, the Board of Directors granted restricted stock units (“RSUs”) under the 2013 Plan for an aggregate of approximately 0.9 million shares of Common Stock to employees and to non-employee directors of the Company. Other than the RSU grants to continuing directors, which vest on January 2, 2021, and the grant to our new director which vest in part on the first and second anniversary of grant, these RSUs vest over periods generally 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, as applicable. Based on the weighted average fair market value of the Common Stock on the date of grant of $4.49 per share, the aggregate fair value for the shares underlying the RSUs amounted to $3.9 million as of the grant date that will be recognized as compensation cost over the vesting period. Accordingly, compensation expense related to RSUs of approximately $1.3 million and $0.5 million was recognized for the three months ended June 30, 2020 and 2019, respectively. Compensation expense related to RSUs of $2.5 million and $1.0 million was recognized for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the unrecognized expense of $10.4 million net of forfeitures is expected to be charged to expense on a straight-line basis as the RSUs vest over a weighted-average period of approximately 2.1 years. Stock Options For the six months ended June 30, 2020, the Board of Directors granted stock options for the purchase of an aggregate of approximately 0.4 million shares of Common Stock at exercise prices that were equal to the fair market value of the Common Stock on the date of grant. These stock options generally vest annually for one-third of the awards and expire ten years after the grant date. The following table sets forth a summary of stock option activity under the Stock Plans for the six months ended June 30, 2020 (shares in thousands): Shares Price (1) Term (2) Outstanding, December 31, 2019 8,677 $ 4.55 4.9 Granted 388 4.48 Forfeited (121) 6.40 Expired (119) 6.11 Exercised (564) 0.99 Outstanding, June 30, 2020 (3)(4) 8,261 4.74 5.0 Vested, June 30, 2020 (3) 6,889 4.53 4.3 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of June 30, 2020, the aggregate intrinsic value of all stock options outstanding was $10.0 million. As of June 30, 2020, the aggregate intrinsic value of vested stock options was $9.6 million. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.1 million shares as of June 30, 2020. The following table presents activity affecting the total number of shares available for grant under the Stock Plans for the six months ended June 30, 2020 (in thousands): Available, December 31, 2019 2,885 Stock options granted (388) Restricted stock units granted (878) Expired options under Stock Plans 119 Forfeited options and restricted stock units under Stock Plans 246 Newly authorized by Board of Directors 2,700 Available, June 30, 2020 4,684 The aggregate fair value of approximately 0.4 million stock options granted for the six months ended June 30, 2020 amounted to $0.7 million, or $1.70 per share as of the grant date. Fair value was computed using the Black-Scholes-Merton (“BSM”) method and will result in the recognition of compensation cost over the vesting period of the stock options. For the six months ended June 30, 2020, 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: Expected life (in years) 6.0 Volatility 39% Dividend yield 0% Risk-free interest rate 0.61% Fair value per common share on date of grant $4.48 As of June 30, 2020 and December 31, 2019, total unrecognized compensation costs related to unvested stock options, net of estimated forfeitures, was $1.9 million and $2.2 million, respectively. As of June 30, 2020, the unrecognized costs are expected to be charged to expense on a straight-line basis over a weighted-average vesting period of approximately 1.8 years. Stock-Based Compensation Expense Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenues $ 279 $ 169 $ 563 $ 378 Sales and marketing 637 307 1,260 648 General and administrative 810 576 1,413 1,182 Total $ 1,726 $ 1,052 $ 3,236 $ 2,208 Warrants As of June 30, 2020, warrants are outstanding for an aggregate of 18.1 million shares of Common Stock, including 3.4 million shares of Common Stock exercisable at $5.64 per share, and an aggregate of 14.7 million shares of Common Stock exercisable at $11.50 per share. For additional information about these warrants, please refer to Note 9 to the Company’s consolidated financial statements for the year ended December 31, 2019, included in the 2019 Form 10-K. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed into law, amending portions of relevant US tax laws. The CARES Act contains changes to corporate taxation, including among other things, adjusting net operating loss (NOL) limitations and carryback rules, refundable AMT credits, bonus depreciation and interest expense limitations. The CARES Act also provides for an Employee Retention Credit, a fully refundable payroll tax credit for certain eligible employers and the ability for all eligible employers to defer payment of the employer share of payroll taxes owed on wages paid for the period ending December 31, 2020 (such deferred payroll taxes are due in two installments: 50% by December 31, 2021 and 50% by December 31, 2022). The Company has elected to defer payroll tax payments which totaled $1.3 million as of June 30, 2020, but it has not yet completed its evaluation of the remaining provisions. For the three months ended June 30, 2020 and 2019, our effective rate was 23.8% and 9.3% respectively. For the six months ended June 30 2020 and 2019, our effective tax rate was 25.5% and 7.5%, respectively. Our income tax expense was primarily attributable to earnings in foreign jurisdictions subject to income taxes. For the three months and six months ended June 30, 2020 and 2019, no income tax expense was recorded in the United States as a result of historical net operating losses being incurred. The Company did not have any material changes to its conclusions regarding valuation allowances for deferred income tax assets or uncertain tax positions for the three or six months ended June 30, 2020 and 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Series A Preferred Stock Dividends In connection with the issuance of Series A Preferred Stock on June 20, 2019, March 7, 2019 and July 19, 2018 as discussed in Note 5, the Company is obligated to pay Cash Dividends and issue additional shares of Series A Preferred Stock in settlement of PIK Dividends. From January 1, 2020 through July 19, 2023, the date until which the Series A Preferred Stock is expected to remain 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 $ 4,746 $ 20,565 2021 16,299 4,890 21,189 2022 16,794 5,038 21,832 2023 9,455 2,837 12,292 Total $ 58,367 $ 17,511 $ 75,878 Retirement Plan The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. The Company's contributions to these plans totaled $0.7 million and $0.6 million for the three months ended June 30, 2020 and 2019, respectively. The Company's matching contribution to the plan totaled $1.3 million for both the six months ended June 30, 2020 and 2019, 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) (the “District Court”) (“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. After completion of jury trial in 2015 and subsequent appeals, the final outcome of Rimini I was that Mr. Ravin was found not liable for any claims and the Company was found liable for only one of a dozen claims: “innocent infringement,” a jury finding that the Company did not know and had no reason to know that its former support processes were infringing. The jury also found that the infringement did not cause Oracle to suffer lost profits. The Company was ordered to pay a judgment of $124.4 million in 2016, which the Company promptly paid and then filed an appeal. With interest, attorneys’ fees and costs, the total judgment paid by the Company to Oracle after the completion of all appeals was approximately $89.9 million. A portion of such judgment was paid by the Company’s insurance carriers (for additional information on this topic, see Note 11 of the Company’s consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). Proceeds from U.S. Supreme Court Decision The total judgment paid by the Company and its insurance carriers reflects a reduction of approximately $12.8 million that the Company had previously paid to Oracle (plus interest of $0.2 million), representing an award of non-taxable expenses to Oracle that was eventually overturned by unanimous decision of the U.S. Supreme Court in March 2019. As mandated by the U.S. Supreme Court, $13.0 million (the principal amount plus post-judgment interest) was refunded to the Company by Oracle in April 2019. A portion of the funds received by the Company will be shared on a pro rata basis with an insurance company that had paid for part of the judgment and a portion of Rimini’s defense costs. This reimbursement will reflect a deduction of the costs of the Company’s past and pending appeal and remand proceedings. 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. The Company recognized costs of $1.1 million for the six months ended June 30, 2020, as the Company revised its current estimate of the amounts owed to the insurance company (for portions of all previously-paid judgments refunded to the Company on appeal, including the proceeds from the U.S. Supreme Court Decision) to $5.5 million as of June 30, 2020 (for additional information on this topic, see Note 11 of the Company’s consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). Injunction Following post-trial motions, the District Court entered a permanent injunction prohibiting the Company from using certain processes, including processes adjudicated as infringing at trial, that the Company ceased using no later than July 2014, which the Company subsequently appealed to the United States Court of Appeals for the Ninth Circuit (“Court of Appeals”), arguing on appeal that the injunction is vague and contains overly-broad language that could be read to cover some of the Company’s current business practices that were not adjudicated to be infringing at trial and that the injunction should not have been issued under applicable law. After multiple rounds of remand and appeal, in August 2019, the Court of Appeals entered an Order affirming the permanent injunction. 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. As a result of the injunction, the Company expects to incur additional expenses in the range of 1% to 2% of revenue for additional labor costs because, as drafted, the injunction contains language that could be read to cover some current support practices that are being litigated in the “Rimini II” lawsuit (as defined below) and that have not been found to be infringing. On July 10, 2020, Oracle filed a motion to show cause contending that the Company is in contempt of the injunction. The Company filed a response to Oracle’s motion on July 31, 2020. The matter is currently scheduled to be fully briefed to the District Court this summer, and there is no known timeline for a court ruling. At this time, the Company does not have sufficient information regarding possible damages for the contempt asserted by Oracle. As a result, an estimate of the range of loss cannot be reasonably determined. Because the Company believes that it has complied with the injunction and that an award for damages and/or attorneys’ fees is not probable, no accrual has been made as of June 30, 2020. If the District Court grants Oracle’s motion to show cause and if the Company is later found to be in contempt of the injunction, Oracle may seek equitable, punitive and compensatory relief, the outcome of which may have a material adverse effect on the Company’s business and financial condition. The motion to show cause remains pending in the District Court. Rimini II Litigation In October 2014, the Company filed a separate lawsuit, Rimini Street Inc. v. Oracle Int’l Corp., in the District Court 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 (“Rimini II”). Oracle filed counterclaims alleging copyright infringement, which included (i) substantially 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 counterclaims 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, unjust enrichment/restitution and violation of the Digital Millennium Copyright Act. Oracle also sought an accounting. In December 2016, the Company filed an amended complaint against Oracle, adding claims for 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. Oracle then amended its counterclaims to include requesting 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. By stipulation of the parties, the District Court granted the Company’s motion to file the Company’s third amended complaint to add claims arising from Oracle’s purported revocation of the Company’s access to its support websites on behalf of the Company’s clients, which was filed and served in May 2017. In September 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. In November 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. Fact discovery with respect to the above action substantially ended in March 2018, and expert discovery ended in September 2018. In October 2018, the Company and Oracle each filed motions for summary judgment. Briefing on the parties’ motions for summary judgment was completed in December 2018, and the Company awaits the District Court’s ruling on those motions. There is currently no trial date scheduled, and while the Company does not expect a trial to occur in this matter earlier than 2022, the trial could occur earlier or later than that. At this time, the Company does not have sufficient information regarding possible recovery by the Company in connection with the Company’s claims against Oracle or possible damages exposure for the counterclaims asserted by 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 payable to Oracle is not probable, so no accrual has been made as of June 30, 2020. 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. Governmental Inquiry In March 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 to produce certain documents relating to specified support and related operational practices. The Company fully cooperated with this inquiry and the related document requests by April 2019 and has received no further requests since that date. Liquidated Damages The Company enters into agreements with clients 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 clients. The maximum cash payments related to these liquidated damages is approximately $19.3 million and $22.7 million as of June 30, 2020 and December 31, 2019, 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 unaudited condensed consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS 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. An affiliate of GP Sponsor is a member of the Company's Board of Directors. 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 former 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 $0.1 million and $0.2 million for the three months and six months ended June 30, 2019, 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 loan agreement 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 debt discounts and issuance costs (“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 $1.3 million and $2.7 million during the three months and six months ended June 30, 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE We compute earnings per share in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires earnings per share for each class of stock to be calculated using the two-class method. 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 on Common Stock that are also 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. Under the two-class method, earnings for the reporting period are allocated between the holders of our Common Stock and the Series A Preferred Stock based on their respective participation rights in undistributed earnings. Basic earnings per share of Common Stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of basic Common Stock outstanding. Net income allocated to the holders of our Series A Preferred Stock is calculated based on the shareholders’ proportionate share of the weighted average shares of Common Stock outstanding on an if-converted basis. Diluted earnings per share of Common Stock is calculated by adjusting the basic earnings per share of Common Stock for the effects of potential dilutive Common Stock shares outstanding such as stock options, restricted stock units and warrants. For both the three and six months ended June 30, 2020 and 2019, basic and diluted net earnings per share of Common Stock were computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the respective periods. The following table sets forth the computation of basic and diluted net income attributable to common stockholders for both the three and six months ended June 30, 2020 and 2019 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Income attributable to common stockholders: Net income $ 3,470 $ 6,082 $ 6,015 $ 16,376 Dividends and accretion related to Series A Preferred Stock: Cash dividends declared (3,939) (3,747) (7,849) (7,340) PIK dividends declared (1,181) (1,124) (2,354) (2,202) Accretion of discount (1,567) (1,449) (3,114) (2,808) (3,217) (238) (7,302) 4,026 Undistributed earnings allocated using the two-class method — — — (741) Net income (loss) attributable to common stockholders $ (3,217) $ (238) $ (7,302) $ 3,285 Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Weighted average number of shares of Common Stock outstanding 68,290 65,535 68,076 65,080 Additional shares outstanding if Series A Preferred Stock is converted to Common Stock 15,755 14,989 15,697 14,681 Total shares outstanding if Series A Preferred Stock is converted to Common Stock 84,045 80,524 83,773 79,761 Percentage of shares allocable to Series A Preferred Stock 18.7 % 18.6 % 18.7 % 18.4 % Weighted average number of shares of Common Stock outstanding: Basic 68,290 65,535 68,076 65,080 Effect of dilutive securities: Warrants — — — — Stock options — — — 4,028 Restricted stock units — — — 94 Diluted 68,290 65,535 68,076 69,202 Net (loss) earnings per share attributable to common stockholders: Basic $ (0.05) $ — $ (0.11) $ 0.05 Diluted $ (0.05) $ — $ (0.11) $ 0.05 For the six months ended June 30, 2019, share-based awards for approximately 21.5 million shares were not included in the computation of diluted earnings per share as they were anti-dilutive. For the three months ended June 30, 2020 and 2019 as well as the six months end June 30, 2020, basic and diluted loss per share attributable to common stockholders were the same because all Common Stock equivalents were anti-dilutive. As of June 30, 2020 and 2019, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share for the respective periods ending on these dates since the impact of inclusion was anti-dilutive (in thousands): 2020 2019 Series A Preferred Stock 15,755 15,297 Restricted stock units 3,199 918 Stock options 8,261 10,076 Warrants 18,128 18,128 Total 45,343 44,419 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2020 | |
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. Additional information on fair value measurements is included in Note 13 to the Company’s consolidated financial statements for the year ended December 31, 2019, included in the 2019 Form 10-K. As discussed in Note 5, the fair value for 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 were utilized to determine 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) risk-free interest rates of 1.72%, 2.44% and 2.8% and (iv) historical volatility of 30.0%. 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. As of June 30, 2020, 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 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 clients’ contracting entity. The following table shows revenues by geographic region (in thousands): Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 United States of America $ 47,376 $ 45,768 $ 94,822 $ 88,485 International 31,026 24,101 61,612 47,257 Total $ 78,402 $ 69,869 $ 156,434 $ 135,742 No clients represented more than 10% of revenue for both the three months and six months ended June 30, 2020 or 2019. As of June 30, 2020 and December 31, 2019, no clients accounted for more than 10% of total net accounts receivable. 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 June 30, 2020 and December 31, 2019, the Company had cash, cash equivalents and restricted cash with a single financial institution for an aggregate of $61.3 million and $33.1 million, respectively. As of June 30, 2020 and December 31, 2019, the Company had restricted cash of $0.3 million and $0.4 million, respectively. The Company has never experienced any losses related to these balances. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s client base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain clients 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. |
ASC 842 ADOPTION IMPACT
ASC 842 ADOPTION IMPACT | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
ASC 842 ADOPTION IMPACT | LEASES Effective at the start of fiscal 2020, the Company adopted the provisions and expanded disclosure requirements described in Topic 842. The Company adopted the standard using the prospective method. Accordingly, the results for the prior comparable periods were not adjusted to conform to the current period measurement or recognition of results. The Company has operating leases for real estate and equipment with an option to renew the leases for up to one month to five years. Some of the leases include the option to terminate the leases upon 30-days notice with a penalty. The Company's leases have various remaining lease terms ranging from November 2020 to January 2027. The Company's lease agreements may include renewal or termination options for varying periods that are generally at the Company's discretion. The Company's lease terms only include those periods related to renewal options we believe are reasonably certain to exercise. The Company generally does not include these renewal options as it is not reasonably certain to renew at the lease commencement date. This determination is based on consideration of certain economic, strategic and other factors that the Company evaluates at lease commencement date and reevaluates throughout the lease term. Some leases also include options to terminate the leases and we only include those periods beyond the termination date if we are reasonably certain not to exercise the termination option. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in our ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations. We have lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. We have elected to apply the short-term lease exception for all underlying asset classes. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. Our leases do not include significant restrictions or covenants, and residual value guarantees are generally not included within our operating leases. As of June 30, 2020, we did not have any material additional operating leases that have not yet commenced. The components of lease expense and supplemental balance sheet information were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Operating lease expense related to ROU assets and liabilities $ 1,548 $ 3,047 Other lease expense 297 615 Total lease expense $ 1,845 $ 3,662 Other information related leases was as follows (in thousands): Supplemental Balance Sheet Information June 30, 2020 Operating lease right-of-use assets, noncurrent $ 17,403 Operating lease liabilities, current $ 4,165 Operating lease liabilities, noncurrent 14,125 Total operating lease liabilities $ 18,290 As of January 1, 2020, the Company had total operating lease right-of use assets of $18.8 million and total operating lease liabilities of $20.0 million. Weighted Average Remaining Lease Term Years Operating leases 4.85 Weighted Average Discount Rate Operating leases 11.0 % Maturities of operating lease liabilities as of June 30, 2020 were as follows (in thousands): Year ending June 30: 2021 $ 5,931 2022 5,271 2023 3,379 2024 2,736 2025 2,528 Thereafter 3,846 Total future undiscounted lease payments 23,691 Less imputed interest (5,401) Total $ 18,290 For the three months and the six months ended June 30, 2020, the Company paid $1.5 million and $3.0 million, respectively, for operating lease liabilities. Maturities of operating leases accounted for under ASC 840 as of December 31, 2019 were as follows (in thousands): Year ending December 31, 2019: 2020 $ 5,609 2021 5,155 2022 4,067 2023 2,993 2024 2,670 Thereafter 5,065 $ 25,559 |
LIQUIDITY AND SIGNIFICANT ACC_2
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The unaudited condensed 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. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K as filed with the SEC on March 16, 2020 (the “2019 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements. The Company’s financial condition as of June 30, 2020, and operating results for both the three and six months ended June 30, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2020. |
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, accounts receivable, valuation assumptions for stock options and leases, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and actual results, the Company’s future consolidated results of operation may be affected. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Standards. The following accounting standards were adopted during the fiscal year 2020: In February 2016, Financial Accounting Standards Board (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 Company adopted ASC 842 using the modified retrospective method on January 1, 2020. See Note 12 for the disclosure on the impact of adopting this standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires application of an impairment model known as the current expected credit loss (“CECL”) model to certain financial instruments held at amortized cost, including trade receivables. Using the CECL model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions, and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable loss has been incurred. The new guidance was effective for the Company in January 2020. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements , which provides new guidance on disclosures related to fair value measurements. The guidance is intended to improve the effectiveness of the notes to financial statements by facilitating clearer communication, and it includes multiple new, eliminated and modified disclosure requirements. The guidance was effective for the Company in January 2020. The adoption of this guidance did not have an impact on the Company's Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , which clarifies the accounting for implementation costs in cloud computing arrangements. The guidance aligns the requirements for capitalizing implementation costs in a hosting arrangement that is a service contract with the requirements for capitalization costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The new guidance was effective for the Company in January 2020. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements. Recently Issued Accounting Standards: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The guidance removes certain exceptions to the general income tax accounting principles, and clarifies and amends existing guidance to facilitate consistent application of the accounting principles. The new guidance is effective for the Company as of January 1, 2021. We are assessing the impact of the adoption of this guidance on the Company's Consolidated Financial Statements. In January 2020, the FASB issued ASU 2020-1 , Investments - Equity Securities (Topic 321), Investments - Equity and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) . The guidance clarifies interactions between current accounting standards on equity securities, equity method and joint ventures, and derivatives and hedging. The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The new guidance is effective for us as of January 1, 2021. We do not expect the adoption of this guidance to have a material impact on the Company's Consolidated Financial Statements. |
Earnings Per Share | We compute earnings per share in accordance with ASC Topic 260, Earnings per Share (“ASC 260”), which requires earnings per share for each class of stock to be calculated using the two-class method. 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 on Common Stock that are also 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. Under the two-class method, earnings for the reporting period are allocated between the holders of our Common Stock and the Series A Preferred Stock based on their respective participation rights in undistributed earnings. Basic earnings per share of Common Stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of basic Common Stock outstanding. Net income allocated to the holders of our Series A Preferred Stock is calculated based on the shareholders’ proportionate share of the weighted average shares of Common Stock outstanding on an if-converted basis. Diluted earnings per share of Common Stock is calculated by adjusting the basic earnings per share of Common Stock for the effects of potential dilutive Common Stock shares outstanding such as stock options, restricted stock units and warrants. |
DEFERRED CONTRACT COSTS AND D_2
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract liabilities | Activity for deferred contract costs for the three and six months ended June 30, 2020 and 2019 is shown below (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Deferred contract costs, current and noncurrent, as of the beginning of period $ 28,472 $ 26,501 $ 28,049 $ 27,080 Capitalized commissions during the period 4,289 2,517 8,042 4,935 Amortized deferred contract costs during the period (3,377) (3,071) (6,707) (6,068) Deferred contract costs, current and noncurrent, as of the end of period $ 29,384 $ 25,947 $ 29,384 $ 25,947 Deferred revenue activity for the three and six months ended June 30, 2020 and 2019 is shown below (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Deferred revenue, current and noncurrent, as of the beginning of period $ 222,654 $ 196,571 $ 235,498 $ 196,706 Billings, net 74,254 78,143 139,442 143,881 Revenue recognized (78,402) (69,869) (156,434) (135,742) Deferred revenue, current and noncurrent, as of the end of period $ 218,506 $ 204,845 $ 218,506 $ 204,845 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Accrued Liabilities | As of June 30, 2020 and December 31, 2019, other accrued liabilities consist of the following (in thousands): 2020 2019 Accrued sales and other taxes $ 2,017 $ 5,752 Accrued professional fees 3,528 4,367 Accrued dividends on Redeemable Series A Preferred Stock 3,946 3,889 Current maturities of capital lease obligations 200 222 Income taxes payable 946 1,091 Appeal proceeds payable to insurance company 5,450 4,388 Other accrued expenses 3,120 3,638 Total other accrued liabilities $ 19,207 $ 23,347 |
Schedule of Interest Expense | The components of interest expense are presented below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Accretion expense for GP Sponsor note payable $ — $ 57 $ — $ 185 Interest on other borrowings 12 59 25 163 Total interest expense $ 12 $ 116 $ 25 $ 348 |
REDEEMABLE SERIES A PREFERRED_2
REDEEMABLE SERIES A PREFERRED STOCK (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Allocation 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 June 30, 2020 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 11 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. 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 11 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 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 11 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. |
Temporary Equity | The changes in the net carrying value of Series A Preferred Stock from December 31, 2019 to June 30, 2020 are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value as of December 31, 2019 155,231 $ 131,316 Issuance of shares to settle PIK Dividends on January 2, 2020 1,170 1,170 Accretion of discount for the three months ended March 31, 2020 — 1,547 Issuance of shares to settle PIK Dividends on April 1, 2020 1,153 1,153 Accretion of discount for the three months ended June 30, 2020 — 1,567 Net carrying value as of June 30, 2020 157,554 $ 136,753 |
Dividends Declared | Presented below is a summary of total and per share dividends declared through June 30, 2020 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Cash PIK Dividends Per Share Dividends payable as of December 31, 2019 $ 3,889 $ 1,156 $ 5,045 $ 32.50 Cash Dividends 10% per annum 3,910 — 3,910 25.00 PIK Dividends 3% per annum — 1,167 1,167 7.46 Fractional PIK shares settled for cash 6 — 6 0.04 Less dividends settled January 2, 2020 (3,931) (1,170) (5,101) (32.61) Dividends payable as of March 31, 2020 3,874 1,153 5,027 32.14 Cash Dividends 10% per annum 3,939 — 3,939 25.00 PIK Dividends 3% per annum — 1,175 1,175 7.46 Fractional PIK shares settled for cash 7 — 7 0.04 Less dividends settled April 1 , 2020 (3,874) (1,153) (5,027) (31.91) Dividends payable as of June 30, 2020 $ 3,946 $ 1,175 $ 5,121 $ 32.50 Year Ending December 31: Cash PIK Total 2020 $ 15,819 $ 4,746 $ 20,565 2021 16,299 4,890 21,189 2022 16,794 5,038 21,832 2023 9,455 2,837 12,292 Total $ 58,367 $ 17,511 $ 75,878 |
RESTRICTED STOCK UNITS, STOCK_2
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table sets forth a summary of stock option activity under the Stock Plans for the six months ended June 30, 2020 (shares in thousands): Shares Price (1) Term (2) Outstanding, December 31, 2019 8,677 $ 4.55 4.9 Granted 388 4.48 Forfeited (121) 6.40 Expired (119) 6.11 Exercised (564) 0.99 Outstanding, June 30, 2020 (3)(4) 8,261 4.74 5.0 Vested, June 30, 2020 (3) 6,889 4.53 4.3 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of June 30, 2020, the aggregate intrinsic value of all stock options outstanding was $10.0 million. As of June 30, 2020, the aggregate intrinsic value of vested stock options was $9.6 million. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.1 million shares as of June 30, 2020. |
Schedule of Shares Available for Grant Activity | The following table presents activity affecting the total number of shares available for grant under the Stock Plans for the six months ended June 30, 2020 (in thousands): Available, December 31, 2019 2,885 Stock options granted (388) Restricted stock units granted (878) Expired options under Stock Plans 119 Forfeited options and restricted stock units under Stock Plans 246 Newly authorized by Board of Directors 2,700 Available, June 30, 2020 4,684 |
Schedule of Assumptions of Fair Value of Stock Option Grants | For the six months ended June 30, 2020, 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: Expected life (in years) 6.0 Volatility 39% Dividend yield 0% Risk-free interest rate 0.61% Fair value per common share on date of grant $4.48 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenues $ 279 $ 169 $ 563 $ 378 Sales and marketing 637 307 1,260 648 General and administrative 810 576 1,413 1,182 Total $ 1,726 $ 1,052 $ 3,236 $ 2,208 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Dividends Declared | Presented below is a summary of total and per share dividends declared through June 30, 2020 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Cash PIK Dividends Per Share Dividends payable as of December 31, 2019 $ 3,889 $ 1,156 $ 5,045 $ 32.50 Cash Dividends 10% per annum 3,910 — 3,910 25.00 PIK Dividends 3% per annum — 1,167 1,167 7.46 Fractional PIK shares settled for cash 6 — 6 0.04 Less dividends settled January 2, 2020 (3,931) (1,170) (5,101) (32.61) Dividends payable as of March 31, 2020 3,874 1,153 5,027 32.14 Cash Dividends 10% per annum 3,939 — 3,939 25.00 PIK Dividends 3% per annum — 1,175 1,175 7.46 Fractional PIK shares settled for cash 7 — 7 0.04 Less dividends settled April 1 , 2020 (3,874) (1,153) (5,027) (31.91) Dividends payable as of June 30, 2020 $ 3,946 $ 1,175 $ 5,121 $ 32.50 Year Ending December 31: Cash PIK Total 2020 $ 15,819 $ 4,746 $ 20,565 2021 16,299 4,890 21,189 2022 16,794 5,038 21,832 2023 9,455 2,837 12,292 Total $ 58,367 $ 17,511 $ 75,878 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income attributable to common stockholders for both the three and six months ended June 30, 2020 and 2019 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Income attributable to common stockholders: Net income $ 3,470 $ 6,082 $ 6,015 $ 16,376 Dividends and accretion related to Series A Preferred Stock: Cash dividends declared (3,939) (3,747) (7,849) (7,340) PIK dividends declared (1,181) (1,124) (2,354) (2,202) Accretion of discount (1,567) (1,449) (3,114) (2,808) (3,217) (238) (7,302) 4,026 Undistributed earnings allocated using the two-class method — — — (741) Net income (loss) attributable to common stockholders $ (3,217) $ (238) $ (7,302) $ 3,285 Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Weighted average number of shares of Common Stock outstanding 68,290 65,535 68,076 65,080 Additional shares outstanding if Series A Preferred Stock is converted to Common Stock 15,755 14,989 15,697 14,681 Total shares outstanding if Series A Preferred Stock is converted to Common Stock 84,045 80,524 83,773 79,761 Percentage of shares allocable to Series A Preferred Stock 18.7 % 18.6 % 18.7 % 18.4 % Weighted average number of shares of Common Stock outstanding: Basic 68,290 65,535 68,076 65,080 Effect of dilutive securities: Warrants — — — — Stock options — — — 4,028 Restricted stock units — — — 94 Diluted 68,290 65,535 68,076 69,202 Net (loss) earnings per share attributable to common stockholders: Basic $ (0.05) $ — $ (0.11) $ 0.05 Diluted $ (0.05) $ — $ (0.11) $ 0.05 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of June 30, 2020 and 2019, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share for the respective periods ending on these dates since the impact of inclusion was anti-dilutive (in thousands): 2020 2019 Series A Preferred Stock 15,755 15,297 Restricted stock units 3,199 918 Stock options 8,261 10,076 Warrants 18,128 18,128 Total 45,343 44,419 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Revenues by Geographic Regions | The Company attributes revenues to geographic regions based on the location of its clients’ contracting entity. The following table shows revenues by geographic region (in thousands): Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 United States of America $ 47,376 $ 45,768 $ 94,822 $ 88,485 International 31,026 24,101 61,612 47,257 Total $ 78,402 $ 69,869 $ 156,434 $ 135,742 |
ASC 842 ADOPTION IMPACT (Tables
ASC 842 ADOPTION IMPACT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Components of lease expense | The components of lease expense and supplemental balance sheet information were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Operating lease expense related to ROU assets and liabilities $ 1,548 $ 3,047 Other lease expense 297 615 Total lease expense $ 1,845 $ 3,662 Other information related leases was as follows (in thousands): Supplemental Balance Sheet Information June 30, 2020 Operating lease right-of-use assets, noncurrent $ 17,403 Operating lease liabilities, current $ 4,165 Operating lease liabilities, noncurrent 14,125 Total operating lease liabilities $ 18,290 As of January 1, 2020, the Company had total operating lease right-of use assets of $18.8 million and total operating lease liabilities of $20.0 million. Weighted Average Remaining Lease Term Years Operating leases 4.85 Weighted Average Discount Rate Operating leases 11.0 % |
Maturities of operating lease liabilities | Maturities of operating lease liabilities as of June 30, 2020 were as follows (in thousands): Year ending June 30: 2021 $ 5,931 2022 5,271 2023 3,379 2024 2,736 2025 2,528 Thereafter 3,846 Total future undiscounted lease payments 23,691 Less imputed interest (5,401) Total $ 18,290 |
Schedule of Future Minimum Lease Payments for Operating Leases | Maturities of operating leases accounted for under ASC 840 as of December 31, 2019 were as follows (in thousands): Year ending December 31, 2019: 2020 $ 5,609 2021 5,155 2022 4,067 2023 2,993 2024 2,670 Thereafter 5,065 $ 25,559 |
LIQUIDITY AND SIGNIFICANT ACC_3
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 20, 2019 | Mar. 07, 2019 | Jul. 19, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Working capital deficit | $ 91,500 | |||||||||
Net income (loss) attributable to parent | 3,470 | $ 6,082 | $ 6,015 | $ 16,376 | ||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 73,005 | $ 50,283 | 73,005 | $ 50,283 | $ 38,388 | $ 25,206 | ||||
Deferred revenue, current | $ 195,600 | 195,600 | ||||||||
Historical cost of goods and services (as a percent of deferred revenue) | 39.00% | |||||||||
Gross cash proceeds | $ 133,000 | |||||||||
Cash dividends payable (as a percent) | 10.00% | |||||||||
Dividends Payable | $ 75,878 | 75,878 | ||||||||
Initial dividend period (in years) | 5 years | |||||||||
Cash dividends payable after five year period (as a percent) | 13.00% | |||||||||
Operating and capital lease payments due within next twelve months | $ 6,300 | $ 6,300 | ||||||||
Minimum | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Dividends Payable | $ 3,900 | |||||||||
Maximum | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Dividends Payable | 4,300 | |||||||||
Revolving Credit Facility | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Repayments of lines of credit | $ 132,800 | |||||||||
Common Stock | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
New stock issued during period (shares) | 72,414 | 134,483 | 2,900,000 | 0 | 35,000 | 0 | 145,000 | |||
Series A Preferred Stock | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Dividend rate (as a percent) | 13.00% | 13.00% | 13.00% | |||||||
Temporary equity, par value (usd per share) | $ 0.0001 | |||||||||
New stock issued during period (shares) | 140,000 | |||||||||
Dividends Payable | $ 5,121 | $ 5,121 | $ 5,027 | $ 5,045 | ||||||
Private Placement | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Consideration received | $ 2,986 | $ 5,034 | $ 128,372 | |||||||
Private Placement | Common Stock | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Sale of stock (shares) | 72,414 | 134,483 | ||||||||
New stock issued during period (shares) | 72,414 | 134,483 | 0 | 73,000 | 0 | 207,000 | ||||
Private Placement | Series A Preferred Stock | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Sale of stock (shares) | 3,500 | 6,500 | 140,000 |
DEFERRED CONTRACT COSTS AND D_3
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Capitalized Contract Cost, Net [Abstract] | |||||
Deferred contract costs, current and noncurrent, as of the beginning of period | $ 28,472 | $ 26,501 | $ 28,049 | $ 27,080 | |
Capitalized commissions during the period | 4,289 | 2,517 | 8,042 | 4,935 | |
Amortized deferred contract costs during the period | (3,377) | (3,071) | (6,707) | (6,068) | |
Deferred contract costs, current and noncurrent, as of the end of period | 29,384 | 25,947 | 29,384 | 25,947 | |
Change in Contract with Customer, Liability [Abstract] | |||||
Deferred revenue, current and noncurrent, as of the beginning of period | 222,654 | 196,571 | 235,498 | 196,706 | |
Billings, net | 74,254 | 78,143 | 139,442 | 143,881 | |
Revenue recognized | (78,402) | (69,869) | (156,434) | (135,742) | |
Deferred revenue, current and noncurrent, as of the end of period | 218,506 | $ 204,845 | 218,506 | $ 204,845 | |
Deferred revenue, current | 195,603 | 195,603 | $ 205,771 | ||
Deferred revenue, noncurrent | $ 22,903 | $ 22,903 | $ 29,727 |
OTHER FINANCIAL INFORMATION - O
OTHER FINANCIAL INFORMATION - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued sales and other taxes | $ 2,017 | $ 5,752 |
Accrued professional fees | 3,528 | 4,367 |
Accrued dividends on Redeemable Series A Preferred Stock | 3,946 | 3,889 |
Current maturities of capital lease obligations | 200 | 222 |
Income taxes payable | 946 | 1,091 |
Appeal proceeds payable to insurance company | 5,450 | 4,388 |
Other accrued expenses | 3,120 | 3,638 |
Total other accrued liabilities | $ 19,207 | $ 23,347 |
OTHER FINANCIAL INFORMATION - I
OTHER FINANCIAL INFORMATION - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accretion expense for GP Sponsor note payable | $ 0 | $ 57 | $ 0 | $ 185 |
Interest on other borrowings | 12 | 59 | 25 | 163 |
Total interest expense | $ 12 | $ 116 | $ 25 | $ 348 |
REDEEMABLE SERIES A PREFERRED_3
REDEEMABLE SERIES A PREFERRED STOCK - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2020shares | Jun. 20, 2019USD ($)$ / sharesshares | Mar. 07, 2019USD ($)$ / sharesshares | Jul. 19, 2018USD ($)$ / sharesshares | Jun. 30, 2020USD ($)effective_year$ / sharesshares | Jun. 30, 2019shares | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)effective_yearday$ / sharesshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019shares |
Securities Purchase Agreements [Abstract] | ||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 0 | $ 9,110 | ||||||||
Discount on shares | $ 7,000 | |||||||||
Line of credit unpaid transaction costs | 2,700 | |||||||||
Stock issuance costs | $ 0 | $ 452 | ||||||||
Professional fees | $ 200 | |||||||||
Certificate Of Designations [Abstract] | ||||||||||
Shares authorized (shares) | shares | 180,000 | 180,000 | 180,000 | |||||||
Number of years dividend will be effective | effective_year | 5 | 5 | ||||||||
Dividends payable, current | $ 3,900 | $ 3,900 | ||||||||
Dividends payable, non-current | $ 1,200 | $ 1,200 | ||||||||
Temporary equity, liquidation preference (usd per share) | $ / shares | $ 1,000 | $ 10 | $ 10 | |||||||
Temporary stock outstanding (shares) | shares | 157,554 | 157,554 | 155,000 | |||||||
Temporary equity, shares issued upon conversion (shares) | shares | 1 | 1 | ||||||||
Threshold trading days | day | 30 | |||||||||
Threshold consecutive trading days | 45 days | |||||||||
Threshold stock price, minimum (usd per share) | $ / shares | $ 11.50 | |||||||||
Consecutive trading days prior to conversion date | day | 60 | |||||||||
Liquidation preference in case of liquidation, dissolution, or winding up of company | $ 80,000 | |||||||||
Temporary equity, liquidation preference per share, in event of liquidation, dissolution, or winding up of company (usd per share) | $ / shares | $ 1,000 | $ 1,000 | ||||||||
Outstanding percentage, indebtedness restriction (as a percent) | 95.00% | |||||||||
Subsequent Event | ||||||||||
Certificate Of Designations [Abstract] | ||||||||||
Series A Preferred stock issued for PIK dividends (shares) | shares | 1,175 | |||||||||
Funded Debt | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
Repayments of lines of credit | $ 132,800 | |||||||||
Private Placement | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 3,325 | $ 5,785 | 133,000 | |||||||
Discount on shares | 200 | 700 | ||||||||
Incremental and direct transaction costs | 339 | 751 | 4,628 | |||||||
Stock issuance costs | $ 300 | $ 800 | 2,700 | |||||||
Discount on shares (as a percent) | 5.00% | 11.00% | ||||||||
Consideration received | $ 2,986 | $ 5,034 | $ 128,372 | |||||||
Incremental and direct costs, shares issued, cost | $ 200 | $ 500 | ||||||||
Series A Preferred Stock | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
New stock issued during period (shares) | shares | 140,000 | |||||||||
Certificate Of Designations [Abstract] | ||||||||||
Dividend rate (as a percent) | 13.00% | 13.00% | 13.00% | |||||||
Series A Preferred Stock | Private Placement | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
Sale of stock (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 | |||||||
Certificate Of Designations [Abstract] | ||||||||||
Temporary equity, liquidation preference (usd per share) | $ / shares | $ 1,000 | $ 1,000 | ||||||||
Temporary stock outstanding (shares) | shares | 157,554 | 157,554 | 155,231 | |||||||
Common Stock | ||||||||||
Certificate Of Designations [Abstract] | ||||||||||
Temporary equity, shares issued upon conversion (shares) | shares | 15,800,000 | 15,800,000 | ||||||||
Common Stock | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
New stock issued during period (shares) | shares | 72,414 | 134,483 | 2,900,000 | 0 | 35,000 | 0 | 145,000 | |||
Common Stock | Private Placement | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
Sale of stock (shares) | shares | 72,414 | 134,483 | ||||||||
New stock issued during period (shares) | shares | 72,414 | 134,483 | 0 | 73,000 | 0 | 207,000 | ||||
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 costs (shares) | shares | 35,000 | 85,000 | ||||||||
Due Diligence And Professional Fees | Private Placement | ||||||||||
Securities Purchase Agreements [Abstract] | ||||||||||
Incremental and direct transaction costs | $ 200 | $ 300 | $ 1,900 | $ 300 | ||||||
Cash Dividend | ||||||||||
Certificate Of Designations [Abstract] | ||||||||||
Dividend rate (as a percent) | 10.00% | 10.00% | ||||||||
Paid-In-Kind Dividend | ||||||||||
Certificate Of Designations [Abstract] | ||||||||||
Dividend rate (as a percent) | 3.00% | 3.00% |
REDEEMABLE SERIES A PREFERRED_4
REDEEMABLE SERIES A PREFERRED STOCK - Series A Preferred Stock Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 20, 2019 | Mar. 07, 2019 | Jul. 19, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 0 | $ 9,110 | |||||||
Net carrying value | $ 136,753 | 136,753 | $ 131,316 | ||||||
Common stock issued | $ 7 | $ 7 | 7 | ||||||
Footnotes [Abstract] | |||||||||
Temporary equity, liquidation preference (usd per share) | $ 1,000 | $ 10 | $ 10 | ||||||
Temporary Equity, Liquidation Preference | $ 3,500 | $ 6,500 | $ 140,000 | $ 157,554 | $ 157,554 | $ 155,231 | |||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 0 | 9,110 | |||||||
Series A Preferred Stock | |||||||||
Footnotes [Abstract] | |||||||||
New stock issued during period (shares) | 140,000 | ||||||||
Private Placement | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary stock issued | 2,997 | 5,313 | $ 126,763 | ||||||
Issuance of common stock | 3,373 | 6,035 | 146,894 | ||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 3,325 | 5,785 | 133,000 | ||||||
Incremental and direct costs | (339) | (751) | (4,628) | ||||||
Consideration received | 2,986 | 5,034 | 128,372 | ||||||
Footnotes [Abstract] | |||||||||
Temporary stock issued | 2,997 | 5,313 | 126,763 | ||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 3,325 | 5,785 | 133,000 | ||||||
Incremental and direct costs, shares issued, cost | 200 | 500 | |||||||
Incremental and direct transaction costs | $ 339 | $ 751 | $ 4,628 | ||||||
Private Placement | Series A Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary stock issued (shares) | 3,500 | 6,500 | 140,000 | ||||||
Temporary stock issued | $ 2,997 | $ 5,313 | $ 126,763 | ||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 2,954 | 5,093 | 114,773 | ||||||
Incremental and direct costs | (301) | (661) | (3,994) | ||||||
Net carrying value | $ 2,653 | $ 4,432 | 110,779 | ||||||
Footnotes [Abstract] | |||||||||
Temporary equity, liquidation preference (usd per share) | $ 1,000 | $ 1,000 | |||||||
Temporary stock issued | $ 2,997 | $ 5,313 | 126,763 | ||||||
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 | ||||||
Common Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Issuance of common stock | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Footnotes [Abstract] | |||||||||
New stock issued during period (shares) | 72,414 | 134,483 | 2,900,000 | 0 | 35,000 | 0 | 145,000 | ||
Shares issued (usd per share) | $ 5.19 | $ 5.37 | $ 6.95 | ||||||
Common Stock | Private Placement | |||||||||
Temporary Equity [Line Items] | |||||||||
Issuance of common stock | $ 376 | $ 722 | $ 20,131 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | 371 | 692 | 18,227 | ||||||
Incremental and direct costs | (38) | (90) | (634) | ||||||
Common stock issued | $ 333 | $ 602 | 17,593 | ||||||
Footnotes [Abstract] | |||||||||
New stock issued during period (shares) | 72,414 | 134,483 | 0 | 73,000 | 0 | 207,000 | |||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 371 | $ 692 | 18,227 | ||||||
Incremental and direct costs (shares) | 35,000 | 85,000 | |||||||
Incremental and direct transaction costs | $ 38 | $ 90 | 634 | ||||||
Due Diligence And Professional Fees | Private Placement | |||||||||
Temporary Equity [Line Items] | |||||||||
Incremental and direct costs | (200) | (300) | (1,900) | $ (300) | |||||
Footnotes [Abstract] | |||||||||
Incremental and direct transaction costs | $ 200 | $ 300 | 1,900 | $ 300 | |||||
Financial Advisor And Professional Fees | Private Placement | |||||||||
Temporary Equity [Line Items] | |||||||||
Incremental and direct costs | (2,700) | ||||||||
Footnotes [Abstract] | |||||||||
Incremental and direct transaction costs | $ 2,700 |
REDEEMABLE SERIES A PREFERRED_5
REDEEMABLE SERIES A PREFERRED STOCK - Change in Value of Temporary Equity (Details) - USD ($) $ in Thousands | Apr. 01, 2020 | Jan. 02, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Temporary equity, beginning balance (shares) | 155,000 | |||
Temporary equity, ending balance (shares) | 157,554 | |||
Private Placement | Series A Preferred Stock | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Temporary equity, beginning balance (shares) | 155,231 | |||
Temporary equity, beginning balance | $ 131,316 | |||
Temporary equity issued for paid-in-kind dividends (shares) | 1,153 | 1,170 | ||
Temporary equity issued for paid-in-kind dividends | $ 1,153 | $ 1,170 | ||
Accretion of discount (shares) | 0 | |||
Accretion of discount | $ 1,567 | $ 1,547 | ||
Temporary equity, ending balance (shares) | 157,554 | |||
Temporary equity, ending balance | $ 136,753 |
REDEEMABLE SERIES A PREFERRED_6
REDEEMABLE SERIES A PREFERRED STOCK - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2020 | Jan. 02, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jun. 20, 2019 |
Dividends Payable [Roll Forward] | |||||||||
Dividends, cash | $ 3,939 | $ 3,747 | $ 7,849 | $ 7,340 | |||||
Dividends, paid-in-kind | 1,181 | $ 1,124 | 2,354 | $ 2,202 | |||||
Dividends payable end of period | $ 75,878 | $ 75,878 | |||||||
Cash Dividend | |||||||||
Dividends Payable [Roll Forward] | |||||||||
Dividend rate (as a percent) | 10.00% | 10.00% | |||||||
Dividends payable end of period | $ 58,367 | $ 58,367 | |||||||
Paid-In-Kind Dividend | |||||||||
Dividends Payable [Roll Forward] | |||||||||
Dividend rate (as a percent) | 3.00% | 3.00% | |||||||
Dividends payable end of period | $ 17,511 | $ 17,511 | |||||||
Series A Preferred Stock | |||||||||
Dividends Payable [Roll Forward] | |||||||||
Dividends payable start of period | $ 5,027 | $ 5,027 | $ 5,045 | $ 5,045 | |||||
Dividend rate (as a percent) | 13.00% | 13.00% | 13.00% | ||||||
Dividends payable (usd per share) | $ 32.50 | $ 32.14 | $ 32.50 | $ 32.50 | |||||
Payments of dividends | $ (5,027) | $ (5,101) | |||||||
Dividends, cash paid (usd per share) | $ (31.91) | $ (32.61) | |||||||
Dividends payable end of period | $ 5,121 | $ 5,027 | $ 5,121 | ||||||
Series A Preferred Stock | Cash Dividend | |||||||||
Dividends Payable [Roll Forward] | |||||||||
Dividends payable start of period | $ 3,874 | 3,874 | 3,889 | $ 3,889 | |||||
Dividends, cash | 3,939 | 3,910 | |||||||
Dividends | $ 3,939 | 3,910 | |||||||
Dividends payable (usd per share) | $ 25 | $ 25 | |||||||
Payments of dividends | (3,874) | $ (3,931) | |||||||
Dividends payable end of period | $ 3,946 | 3,874 | $ 3,946 | ||||||
Series A Preferred Stock | Paid-In-Kind Dividend | |||||||||
Dividends Payable [Roll Forward] | |||||||||
Dividends payable start of period | 1,153 | 1,153 | 1,156 | $ 1,156 | |||||
Dividends, paid-in-kind | 1,175 | 1,167 | |||||||
Dividends | $ 1,175 | 1,167 | |||||||
Dividends payable (usd per share) | $ 7.46 | $ 7.46 | |||||||
Payments of dividends | $ (1,153) | $ (1,170) | |||||||
Dividends payable end of period | $ 1,175 | 1,153 | $ 1,175 | ||||||
Series A Preferred Stock | Fractional Shares | |||||||||
Dividends Payable [Roll Forward] | |||||||||
Dividends, cash | 7 | 6 | |||||||
Dividends | $ 7 | $ 6 | |||||||
Dividends payable (usd per share) | $ 0.04 | $ 0.04 |
RESTRICTED STOCK UNITS, STOCK_3
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Feb. 25, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock available for grant newly authorized by Board of Directors (shares) | 2,700 | |||||
Restricted Stock Units [Abstract] | ||||||
Stock-based compensation expense | $ 1,726 | $ 1,052 | $ 3,236 | $ 2,208 | ||
Stock Options [Abstract] | ||||||
Stock options granted in period (shares) | 388 | |||||
Warrants [Abstract] | ||||||
Warrants outstanding (shares) | 18,100 | 18,100 | ||||
Exercise Price $5.64 | ||||||
Warrants [Abstract] | ||||||
Warrants outstanding (shares) | 3,400 | 3,400 | ||||
Exercise price of warrants (USD per share) | $ 5.64 | $ 5.64 | ||||
Exercise Price $11.50 | ||||||
Warrants [Abstract] | ||||||
Warrants outstanding (shares) | 14,700 | 14,700 | ||||
Exercise price of warrants (USD per share) | $ 11.50 | $ 11.50 | ||||
Stock options | ||||||
Restricted Stock Units [Abstract] | ||||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 1 year 9 months 18 days | |||||
Stock Options [Abstract] | ||||||
Stock options granted in period (shares) | 400 | |||||
Fair value of stock options granted | $ 700 | |||||
Weighted-average grant date fair value per share of options granted in period (usd per share) | $ 1.70 | |||||
Unrecognized compensation costs | $ 1,900 | $ 1,900 | $ 2,200 | |||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 1 year 9 months 18 days | |||||
2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock available for grant newly authorized by Board of Directors (shares) | 2,700 | |||||
2013 Plan | Restricted stock units | ||||||
Restricted Stock Units [Abstract] | ||||||
Restricted stock units granted in period (shares) | 900 | |||||
Share price of common stock on date of grant of RSUs (USD per share) | $ 4.49 | |||||
Aggregate fair value of shares underlying RSU's | $ 3,900 | |||||
Stock-based compensation expense | 1,300 | $ 500 | 2,500 | $ 1,000 | ||
Compensation costs not yet recognized of nonvested awards | $ 10,400 | $ 10,400 | ||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 2 years 1 month 6 days | |||||
Stock Options [Abstract] | ||||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 2 years 1 month 6 days | |||||
2013 Plan | Restricted stock units | Minimum | ||||||
Restricted Stock Units [Abstract] | ||||||
Award vesting period | 12 months | |||||
2013 Plan | Restricted stock units | Maximum | ||||||
Restricted Stock Units [Abstract] | ||||||
Award vesting period | 36 months | |||||
2013 Plan | Stock options | ||||||
Stock Options [Abstract] | ||||||
Award vesting rights (percentage) | 33.33% | |||||
Stock Plans | Stock options | ||||||
Stock Options [Abstract] | ||||||
Term of vested options (years) | 10 years |
RESTRICTED STOCK UNITS, STOCK_4
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | |
Shares | ||
Outstanding at beginning of period (shares) | 8,677 | 8,677 |
Granted (shares) | 388 | |
Forfeited (shares) | (121) | |
Expired (shares) | (119) | |
Exercised (shares) | (564) | |
Outstanding at end of period (shares) | 8,261 | |
Vested at end of period (shares) | 6,889 | |
Price | ||
Outstanding at beginning of period (USD per share) | $ / shares | $ 4.55 | $ 4.55 |
Granted (USD per share) | $ / shares | 4.48 | |
Forfeited (USD per share) | $ / shares | 6.40 | |
Expired (USD per share) | $ / shares | 6.11 | |
Exercised (USD per share) | $ / shares | 0.99 | |
Outstanding at end of period (USD per share) | $ / shares | 4.74 | |
Vested (USD per share) | $ / shares | $ 4.53 | |
Term | ||
Term of outstanding options | 4 years 10 months 24 days | 5 years |
Term of vested options (years) | 4 years 3 months 18 days | |
Aggregate intrinsic value of stock options outstanding | $ | $ 10 | |
Aggregate intrinsic value of vested stock options | $ | $ 9.6 | |
Outstanding stock options not expected to vest due to forfeitures (shares) | 100 |
RESTRICTED STOCK UNITS, STOCK_5
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Shares Available for Grant (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2020shares | |
Shares Available for Grant [Roll Forward] | |
Available at beginning of period (shares) | 2,885 |
Stock options granted (shares) | (388) |
Restricted stock units granted (shares) | (878) |
Expired options under Stock Plans (shares) | 119 |
Forfeited options and restricted stock units under Stock Plans (shares) | 246 |
Newly authorized by Board of Directors (shares) | 2,700 |
Available at end of period (shares) | 4,684 |
RESTRICTED STOCK UNITS, STOCK_6
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Assumptions of Fair Value of Stock Option Grants (Details) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Expected life (in years) | 6 years |
Volatility (as a percent) | 39.00% |
Dividend yield (as a percent) | 0.00% |
Risk-free interest rate (as a percent) | 0.61% |
Fair value per common share on date of grant (USD per share) | $ 4.48 |
RESTRICTED STOCK UNITS, STOCK_7
RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,726 | $ 1,052 | $ 3,236 | $ 2,208 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 279 | 169 | 563 | 378 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 637 | 307 | 1,260 | 648 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 810 | $ 576 | $ 1,413 | $ 1,182 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Deferred payroll tax payments | $ 1,300,000 | $ 1,300,000 | ||
Federal statutory income tax rate (as a percent) | 23.80% | 9.30% | 25.50% | 7.50% |
Income tax expense (benefit) | $ 1,084,000 | $ 621,000 | $ 2,055,000 | $ 1,326,000 |
Domestic Tax Authority | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Income tax expense (benefit) | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Series A Preferred Stock Dividends (Details) $ in Thousands | Jun. 30, 2020USD ($) |
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 |
Paid-In-Kind Dividend | |
Dividends Payable [Line Items] | |
2020 | 4,746 |
2021 | 4,890 |
2022 | 5,038 |
2023 | 2,837 |
Total | $ 17,511 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2016 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |||||||||
Employer contribution | $ 0.7 | $ 0.6 | $ 1.3 | $ 1.3 | |||||
Current carrying value of guarantor obligations | 19.3 | $ 19.3 | $ 22.7 | ||||||
Revenue | Labor Costs | Minimum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Concentration risk (percentage) | 1.00% | ||||||||
Revenue | Labor Costs | Maximum | |||||||||
Loss Contingencies [Line Items] | |||||||||
Concentration risk (percentage) | 2.00% | ||||||||
Oracle Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages awarded | $ 89.9 | $ 124.4 | |||||||
Litigation settlement, amount awarded from other party | $ 12.8 | ||||||||
Interest from litigation settlement | $ 0.2 | $ 0.2 | |||||||
Proceeds from legal settlement | $ 13 | ||||||||
Recovery of non-taxable expenses | $ 12.8 | ||||||||
Loss in period | 1.1 | ||||||||
Loss contingency accrual | $ 5.5 | $ 5.5 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) | Jul. 19, 2018 | Dec. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 28, 2019 | Jul. 18, 2018 | May 31, 2017 |
Related Party Transaction [Line Items] | |||||||||
Face amount (less than) | $ 95,000,000 | ||||||||
Notes payable due to related party | $ 2,400,000 | ||||||||
Stated interest rate (as a percent) | 13.00% | ||||||||
Interest expense due to related party | $ 200,000 | 200,000 | $ 100,000 | $ 200,000 | |||||
Periodic payment amount of principal | 400,000 | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 600,000 | ||||||||
Repayments of related party debt | $ 1,300,000 | $ 2,700,000 | |||||||
Interest rate | 26.40% | ||||||||
Common Class A Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
New stock issued during period (shares) | 400,000 | ||||||||
Series A Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
New stock issued during period (shares) | 140,000 | ||||||||
GP Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable | $ 3,000,000 | ||||||||
Stated interest rate (as a percent) | 15.00% | ||||||||
Adams Street Partners | |||||||||
Related Party Transaction [Line Items] | |||||||||
Carrying value of preferred stock outstanding | $ 10,000,000 | ||||||||
Adams Street Partners | Series A Preferred Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
New stock issued during period (shares) | 19,209 | ||||||||
Voting rights associated with shares of Series A Preferred Stock (shares) | 20,196 | ||||||||
Adams Street Partners | Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership of common stock outstanding (as a percent) | 34.60% | ||||||||
Adams Street Partners | Common Stock | Voting control ownership | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of Common Stock under voting control (as a percent) | 30.50% | ||||||||
Private Placements | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total consideration | $ 19,200,000 |
EARNINGS (LOSS) PER SHARE - Ear
EARNINGS (LOSS) PER SHARE - Earnings per share (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Temporary equity, conversion ratio | 1 | |||
Net income | $ | $ 3,470 | $ 6,082 | $ 6,015 | $ 16,376 |
Cash dividends declared | $ | (3,939) | (3,747) | (7,849) | (7,340) |
PIK dividends declared | $ | (1,181) | (1,124) | (2,354) | (2,202) |
Accretion of discount | $ | (1,567) | (1,449) | (3,114) | (2,808) |
Net (loss) income after dividends and accretion | $ | (3,217) | (238) | (7,302) | 4,026 |
Undistributed earnings allocated using the two-class method | $ | 0 | 0 | 0 | (741) |
Net income (loss) attributable to common stockholders | $ | $ (3,217) | $ (238) | $ (7,302) | $ 3,285 |
Weighted average number of shares outstanding, basic (shares) | 68,290,000 | 65,535,000 | 68,076,000 | 65,080,000 |
Additional shares outstanding if Series A Preferred Stock is converted to Common Stock (shares) | 15,755,000 | 14,989,000 | 15,697,000 | 14,681,000 |
Total shares outstanding if Series A Preferred Stock is converted to Common Stock (shares) | 84,045,000 | 80,524,000 | 83,773,000 | 79,761,000 |
Percentage of shares allocable to Series A Preferred Stock (percent) | 18.70% | 18.60% | 18.70% | 18.40% |
Weighted average number of shares outstanding, diluted (shares) | 68,290,000 | 65,535,000 | 68,076,000 | 69,202,000 |
Basic (usd per share) | $ / shares | $ (0.05) | $ 0 | $ (0.11) | $ 0.05 |
Diluted (usd per share) | $ / shares | $ (0.05) | $ 0 | $ (0.11) | $ 0.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 21,500,000 | |||
Warrants | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average number of shares outstanding, diluted (shares) | 0 | 0 | 0 | 0 |
Stock options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average number of shares outstanding, diluted (shares) | 0 | 0 | 0 | 4,028,000 |
Restricted stock units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted average number of shares outstanding, diluted (shares) | 0 | 0 | 0 | 94,000 |
EARNINGS (LOSS) PER SHARE - Sum
EARNINGS (LOSS) PER SHARE - Summary (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (shares) | 45,343 | 44,419 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (shares) | 15,755 | 15,297 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (shares) | 3,199 | 918 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (shares) | 8,261 | 10,076 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share (shares) | 18,128 | 18,128 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Narrative (Details) $ in Thousands | Jun. 20, 2019USD ($) | Mar. 07, 2019USD ($) | Jul. 19, 2018USD ($) | Jun. 30, 2020USD ($)year | Dec. 31, 2019USD ($) | Sep. 19, 2018 |
Concentration Risk [Line Items] | ||||||
Cash and cash equivalents | $ 72,672 | $ 37,952 | ||||
Single Financial Institution | ||||||
Concentration Risk [Line Items] | ||||||
Cash and cash equivalents | 61,300 | 33,100 | ||||
Current restricted cash | $ 300 | $ 400 | ||||
Private Placement | ||||||
Concentration Risk [Line Items] | ||||||
Temporary stock issued | $ 2,997 | $ 5,313 | $ 126,763 | |||
Series A Preferred Stock | Private Placement | ||||||
Concentration Risk [Line Items] | ||||||
Temporary stock issued | $ 2,997 | $ 5,313 | $ 126,763 | |||
Measurement Input, Expected Term | Series A Preferred Stock | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input (as a percent) | year | 4 | |||||
Measurement Input, Expected Term | Series A Preferred Stock | Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input (as a percent) | year | 5 | |||||
Measurement Input, Implied Yield | Series A Preferred Stock | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input (as a percent) | 0.209 | |||||
Measurement Input, Implied Yield | Series A Preferred Stock | Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input (as a percent) | 0.229 | |||||
Measurement Input, Risk Free Interest Rate | Series A Preferred Stock | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input (as a percent) | 0.0172 | 0.0244 | 0.028 | |||
Measurement Input, Price Volatility | Series A Preferred Stock | ||||||
Concentration Risk [Line Items] | ||||||
Measurement input (as a percent) | 0.300 |
FINANCIAL INSTRUMENTS AND SIG_4
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 78,402 | $ 69,869 | $ 156,434 | $ 135,742 |
United States of America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 47,376 | 45,768 | 94,822 | 88,485 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 31,026 | $ 24,101 | $ 61,612 | $ 47,257 |
ASC 842 ADOPTION IMPACT - Narra
ASC 842 ADOPTION IMPACT - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)day | Jun. 30, 2020USD ($)day | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Days notice required to terminate (days) | day | 30 | 30 | ||
Operating lease right-of-use assets | $ 17,403 | $ 17,403 | $ 18,800 | $ 0 |
Total operating lease liabilities | 18,290 | 18,290 | $ 20,000 | |
Operating lease payments | $ 1,500 | $ 3,000 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease renewal term (years) | 1 month | 1 month | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease renewal term (years) | 5 years | 5 years |
ASC 842 ADOPTION IMPACT - Compo
ASC 842 ADOPTION IMPACT - Components of lease expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Operating lease expense related to ROU assets and liabilities | $ 1,548 | $ 3,047 |
Other lease expense | 297 | 615 |
Total lease expense | $ 1,845 | $ 3,662 |
ASC 842 ADOPTION IMPACT - Suppl
ASC 842 ADOPTION IMPACT - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||
Operating lease right-of-use assets | $ 17,403 | $ 17,403 | $ 18,800 | $ 0 |
Operating lease liabilities, current | 4,165 | 4,165 | 0 | |
Operating lease liabilities, noncurrent | 14,125 | 14,125 | $ 0 | |
Operating Lease, Liability, Total | $ 18,290 | $ 18,290 | $ 20,000 | |
Weighted average remaining lease term, operating leases (years) | 4 years 10 months 6 days | 4 years 10 months 6 days | ||
Weighted average discount rate, operating leases (as a percent) | 11.00% | 11.00% | ||
Operating lease expense related to ROU assets and liabilities | $ 1,548 | $ 3,047 | ||
Other lease expense | $ 297 | $ 615 |
ASC 842 ADOPTION IMPACT - Matur
ASC 842 ADOPTION IMPACT - Maturities of lease liability (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Leases [Abstract] | |||
2021 | $ 5,931 | ||
2022 | 5,271 | ||
2023 | 3,379 | ||
2024 | 2,736 | ||
2025 | 2,528 | ||
Thereafter | 3,846 | ||
Total future undiscounted lease payments | 23,691 | ||
Less imputed interest | (5,401) | ||
Total | $ 18,290 | $ 20,000 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2020 | $ 5,609 | ||
2021 | 5,155 | ||
2022 | 4,067 | ||
2023 | 2,993 | ||
2024 | 2,670 | ||
Thereafter | 5,065 | ||
Total | $ 25,559 |