Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | GTY Technology Holdings Inc. | |
Entity Central Index Key | 0001682325 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | GTYHU | |
Entity Common Stock, Shares Outstanding | 48,420,495 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 22,947 | |
Investments | 0 | |
Accounts receivable, net | 5,095 | |
Prepaid expenses and other current assets | 2,018 | |
Total current assets | 30,060 | |
Property and equipment, net | 841 | |
Right of use assets | 3,574 | |
Loan receivable - related party | 0 | |
Intangible assets, net | 131,333 | |
Goodwill | 332,602 | |
Other assets | 2,254 | |
Total assets | 500,664 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 27,735 | |
Contract liabilities | 8,231 | |
Notes payable and accrued expenses - related party | 76 | |
Warrant liability | 0 | |
Financing lease obligations - current portion | 138 | |
Lease liability - current portion | 1,348 | |
Contingent consideration - current portion | 11,515 | |
Notes payable | 0 | |
Total current liabilities | 49,043 | |
Contract and other long-term liabilities | 1,711 | |
Deferred rent | 0 | |
Long-term debt, less current portion | 0 | |
Deferred tax liability | 39,908 | |
Financing lease obligations - less current portion | 244 | |
Lease liability - less current portion | 2,407 | |
Contingent consideration - long-term | 56,333 | |
Total liabilities | 149,646 | |
Commitments and contingencies | ||
Preferred stock | 0 | |
Exchangeable shares - Class C shares, no par value, 500,000 shares issued and outstanding as of March 31, 2019 | 5,000 | |
Shareholders' equity (deficit): | ||
Common stock, par value $0.0001; 400,000,000 shares authorized; 48,420,495 shares issued and outstanding as of March 31, 2019. | 5 | |
Exchangeable shares, no par value, 5,761,741 shares issued and outstanding as of March 31, 2019 | 47,617 | |
Acquired Companies' common stock | 0 | |
Additional paid in capital | 333,449 | |
Accumulated other comprehensive loss | 0 | |
Accumulated deficit | (35,053) | |
Total shareholders' equity (deficit) | 346,018 | $ 5,000 |
Total liabilities, temporary equity and shareholders' equity (deficit) | $ 500,664 | |
Predecessor [Member] | ||
Current assets: | ||
Cash and cash equivalents | 13,217 | |
Investments | 1,398 | |
Accounts receivable, net | 5,988 | |
Prepaid expenses and other current assets | 1,250 | |
Total current assets | 21,853 | |
Property and equipment, net | 1,124 | |
Right of use assets | 0 | |
Loan receivable - related party | 177 | |
Intangible assets, net | 1,564 | |
Goodwill | 2,518 | |
Other assets | 2,332 | |
Total assets | 29,568 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,969 | |
Contract liabilities | 11,732 | |
Notes payable and accrued expenses - related party | 0 | |
Warrant liability | 87 | |
Financing lease obligations - current portion | 138 | |
Lease liability - current portion | 0 | |
Contingent consideration - current portion | 0 | |
Notes payable | 450 | |
Total current liabilities | 18,376 | |
Contract and other long-term liabilities | 3,215 | |
Deferred rent | 62 | |
Long-term debt, less current portion | 433 | |
Deferred tax liability | 0 | |
Financing lease obligations - less current portion | 268 | |
Lease liability - less current portion | 0 | |
Contingent consideration - long-term | 2,092 | |
Total liabilities | 24,446 | |
Commitments and contingencies | ||
Preferred stock | 42,264 | |
Exchangeable shares - Class C shares, no par value, 500,000 shares issued and outstanding as of March 31, 2019 | 0 | |
Shareholders' equity (deficit): | ||
Common stock, par value $0.0001; 400,000,000 shares authorized; 48,420,495 shares issued and outstanding as of March 31, 2019. | 0 | |
Exchangeable shares, no par value, 5,761,741 shares issued and outstanding as of March 31, 2019 | 0 | |
Acquired Companies' common stock | 148 | |
Additional paid in capital | 7,835 | |
Accumulated other comprehensive loss | (174) | |
Accumulated deficit | (44,951) | |
Total shareholders' equity (deficit) | (37,142) | |
Total liabilities, temporary equity and shareholders' equity (deficit) | $ 29,568 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Mar. 31, 2019$ / sharesshares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 |
Common Stock, Shares, Issued | 48,420,495 |
Common Stock, Shares, Outstanding | 48,420,495 |
Exchangeable Shares Outstanding | 5,761,741 |
Exchangeable Shares Issued | 5,761,741 |
Common Class C [Member] | |
Exchangeable Shares Outstanding | 500,000 |
Exchangeable Shares Issued | 500,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2018 | |
Revenues | $ 3,034 | $ 3,900 | |
Cost of revenues | 1,576 | ||
Gross Profit | 1,458 | ||
Operating expenses | |||
Sales and marketing | 1,378 | ||
General and administrative | 2,354 | ||
Research and development | 1,472 | ||
Amortization of intangible assets | 1,693 | ||
Acquisition costs | 35,029 | ||
Total operating expenses | 41,926 | ||
Loss from operations | (40,468) | ||
Other income (expense) | |||
Interest income (expense) | 421 | ||
Other income (expense) | (5) | ||
Total other income (expense), net | 416 | ||
Net loss | (40,052) | ||
Cumulative preferred stock dividends | 0 | ||
Net loss applicable to common shareholders | $ (40,052) | ||
Net loss per share, basic and diluted | $ (0.83) | ||
Weighted average common shares outstanding, basic and diluted | 48,461,958 | ||
Predecessor [Member] | |||
Revenues | $ 4,928 | 6,790 | |
Cost of revenues | 1,614 | 2,099 | |
Gross Profit | 3,314 | 4,691 | |
Operating expenses | |||
Sales and marketing | 1,394 | 1,611 | |
General and administrative | 1,744 | 2,956 | |
Research and development | 1,580 | 1,930 | |
Amortization of intangible assets | 32 | 50 | |
Acquisition costs | 151 | 0 | |
Total operating expenses | 4,869 | 6,497 | |
Loss from operations | (1,555) | (1,806) | |
Other income (expense) | |||
Interest income (expense) | (170) | (28) | |
Other income (expense) | 12 | 170 | |
Total other income (expense), net | (158) | 142 | |
Net loss | (1,713) | (1,664) | |
Cumulative preferred stock dividends | 0 | (259) | |
Net loss applicable to common shareholders | $ (1,713) | $ (1,923) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] | Exchange Shares [Member] |
Balance (Predecessor [Member]) at Dec. 31, 2017 | $ (15,902) | ||||||
Net loss | Predecessor [Member] | (1,664) | ||||||
Share-based compensation | Predecessor [Member] | 43 | ||||||
Shareholders'/Members' equity activity | Predecessor [Member] | (459) | ||||||
Balance (Predecessor [Member]) at Mar. 31, 2018 | (17,982) | ||||||
Balance (Predecessor [Member]) at Dec. 31, 2018 | (37,142) | ||||||
Balance at Dec. 31, 2018 | 5,000 | $ 0 | $ 0 | $ 4,999 | $ 0 | $ 1 | $ 0 |
Balance (in shares) at Dec. 31, 2018 | 0 | 898,984 | 13,568,821 | 0 | |||
Net loss | Predecessor [Member] | (1,713) | ||||||
Share-based compensation | Predecessor [Member] | 61 | ||||||
Exercise of stock options | Predecessor [Member] | 13 | ||||||
Shareholders'/Members' equity activity | Predecessor [Member] | 5,629 | ||||||
Balance (Predecessor [Member]) at Feb. 18, 2019 | (33,152) | ||||||
Balance (Predecessor [Member]) at Dec. 31, 2018 | (37,142) | ||||||
Balance at Dec. 31, 2018 | 5,000 | $ 0 | 0 | 4,999 | $ 0 | $ 1 | $ 0 |
Balance (in shares) at Dec. 31, 2018 | 0 | 898,984 | 13,568,821 | 0 | |||
Net loss | (40,052) | $ 0 | 0 | (40,052) | $ 0 | $ 0 | $ 0 |
Ordinary shares no longer subject to possible redemption, Amount | 88,913 | $ 0 | 88,912 | 0 | $ 1 | $ 0 | $ 0 |
Ordinary shares no longer subject to possible redemption, Shares | 0 | 9,216,438 | 0 | 0 | |||
Exchange of shares in GTY Merger, Amount | 0 | $ 4 | 0 | 0 | $ (3) | $ (1) | $ 0 |
Exchange of shares in GTY Merger, Shares | 36,547,341 | (22,978,520) | (13,568,821) | 0 | |||
Private placement of Class A shares, net of costs, Amount | 125,258 | $ 0 | 125,256 | 0 | $ 2 | $ 0 | $ 0 |
Private placement of Class A shares, net of costs, Shares | 0 | 12,863,098 | 0 | 0 | |||
Class A shares issued for acquisitions, Amount | 119,731 | $ 1 | 119,730 | 0 | $ 0 | $ 0 | $ 0 |
Class A shares issued for acquisitions, Shares | 11,973,154 | 0 | 0 | 0 | |||
Shares convertible into Class A shares issued for acquisitions, Amount | 47,617 | $ 0 | 0 | 0 | $ 0 | $ 0 | $ 47,617 |
Shares convertible into Class A shares issued for acquisitions, Shares | 0 | 0 | 0 | 5,761,741 | |||
Share-based compensation | 551 | $ 0 | 551 | 0 | $ 0 | $ 0 | $ 0 |
Common stock redeemed, Amount | (1,000) | $ 0 | (1,000) | 0 | $ 0 | $ 0 | $ 0 |
Common stock redeemed, Shares | (100,000) | 0 | 0 | 0 | |||
Balance at Mar. 31, 2019 | 346,018 | $ 5 | 333,449 | (35,053) | $ 0 | $ 0 | $ 47,617 |
Balance (in shares) at Mar. 31, 2019 | 48,420,495 | 0 | 0 | 5,761,741 | |||
Balance (Predecessor [Member]) at Feb. 18, 2019 | (33,152) | ||||||
Net loss | (40,052) | ||||||
Balance at Mar. 31, 2019 | $ 346,018 | $ 5 | $ 333,449 | $ (35,053) | $ 0 | $ 0 | $ 47,617 |
Balance (in shares) at Mar. 31, 2019 | 48,420,495 | 0 | 0 | 5,761,741 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (40,052) | $ (40,052) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation of property and equipment | 79 | |||
Amortization of intangible assets | 1,693 | |||
Amortization of right of use assets | 262 | |||
Share-based compensation | 551 | |||
Bad debt expense | 9 | |||
Loss on disposal of property and equipment | 0 | |||
Foreign exchange loss on payment of vested options | 17 | |||
Change in fair value of contingent consideration | 35 | |||
Change in fair value of warrant liability | 0 | |||
Unrealized gain on marketable securities | 0 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,164) | |||
Inventory | (1,017) | |||
Prepaid expenses and other assets | (617) | |||
Accounts payable and accrued liabilities | 14,933 | |||
Net cash (used in) provided by operating activities | (25,271) | |||
Cash flows from investing activities: | ||||
Proceeds from cash held in trust | 217,642 | |||
Proceeds from the sales of marketable securities | 0 | |||
Acquisitions, net of cash acquired | (179,008) | |||
Capital expenditures | (6) | |||
Net cash provided by (used in) investing activities | 38,628 | |||
Cash flows from financing activities: | ||||
Proceeds from borrowings | 0 | |||
Repayments of borrowings | (640) | |||
Stock options exercised | 0 | |||
Member distribution | 0 | |||
Redemption of Class A ordinary shares | (113,982) | |||
Common stock redeemed | (1,000) | |||
Proceeds received from private placement | 125,258 | |||
Proceeds from disposal of fixed assets | 0 | |||
Repayments of finance lease obligations | (20) | |||
Net cash provided by (used in) financing activities | 9,616 | |||
Effect of foreign currency on cash | (78) | |||
Net change in cash and cash equivalents | 22,895 | |||
Cash and cash equivalents, beginning of period | 52 | |||
Cash and cash equivalents, end of period | 22,947 | $ 52 | 22,947 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 0 | |||
Cash paid for income taxes | 0 | |||
Noncash Investing Activity: | ||||
Shares issued for the Acquisition – See Note 4 | 172,349 | |||
Reduction in convertible note liability – See Note 6 | 1,000,000 | |||
Predecessor [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (1,713) | $ (1,664) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation of property and equipment | 177 | 205 | ||
Amortization of intangible assets | 32 | 50 | ||
Amortization of right of use assets | 165 | 30 | ||
Share-based compensation | 61 | 43 | ||
Bad debt expense | 6 | 0 | ||
Loss on disposal of property and equipment | 0 | 54 | ||
Foreign exchange loss on payment of vested options | 0 | 0 | ||
Change in fair value of contingent consideration | (37) | 0 | ||
Change in fair value of warrant liability | (18) | 0 | ||
Unrealized gain on marketable securities | 0 | (50) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 2,190 | (219) | ||
Inventory | 0 | 0 | ||
Prepaid expenses and other assets | 202 | (139) | ||
Accounts payable and accrued liabilities | (781) | 669 | ||
Net cash (used in) provided by operating activities | 284 | (1,021) | ||
Cash flows from investing activities: | ||||
Proceeds from cash held in trust | 0 | 0 | ||
Proceeds from the sales of marketable securities | 1,531 | 0 | ||
Acquisitions, net of cash acquired | 0 | 0 | ||
Capital expenditures | (15) | (190) | ||
Net cash provided by (used in) investing activities | 1,516 | (190) | ||
Cash flows from financing activities: | ||||
Proceeds from borrowings | 35 | 3,281 | ||
Repayments of borrowings | (69) | (73) | ||
Stock options exercised | 13 | 0 | ||
Member distribution | (500) | (459) | ||
Redemption of Class A ordinary shares | 0 | 0 | ||
Proceeds received from private placement | 0 | 0 | ||
Proceeds from disposal of fixed assets | 1 | 0 | ||
Repayments of finance lease obligations | (19) | (19) | ||
Net cash provided by (used in) financing activities | (539) | 2,730 | ||
Effect of foreign currency on cash | (721) | 217 | ||
Net change in cash and cash equivalents | 540 | 1,736 | ||
Cash and cash equivalents, beginning of period | $ 14,469 | 13,929 | $ 13,929 | 12,441 |
Cash and cash equivalents, end of period | 14,469 | 14,177 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 0 | 0 | ||
Cash paid for income taxes | 0 | 0 | ||
Noncash Investing Activity: | ||||
Shares issued for the Acquisition – See Note 4 | $ 0 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization and Business Operations GTY Technology Holdings Inc. (f/k/a GTY Govtech, Inc.), a Massachusetts corporation (“GTY”, the “Company” or “Successor”), is headquartered in Las Vegas, Nevada. On February 19, 2019 (the “Closing Date”), the Company consummated several acquisitions (collectively, the “Acquisition”), pursuant to which it (i) acquired each of Bonfire Interactive Ltd. (“Bonfire”), CityBase, Inc. (“CityBase”), eCivis Inc. (“eCivis”), Open Counter Enterprises Inc. (“Open Counter”), Questica Inc. and Questica USCDN Inc. (together, “Questica”) and Sherpa Government Solutions LLC (“Sherpa” and together with Bonfire, CityBase, eCivis, Open Counter and Questica, the “Acquired Companies”) and (ii) became the parent company of its predecessor entity, GTY Technology Holdings Inc., a blank check company incorporated in the Cayman Islands (“GTY Cayman”). Until the Acquisition, GTY Cayman did not engage in any operations nor generate any revenues. In connection with the closing of the Acquisition, the Company changed its name from GTY Govtech, Inc. to GTY Technology Holdings Inc. and became a successor issuer to GTY Cayman and continued the listing of its Common Stock and public warrants on the Nasdaq Capital Market (“NASDAQ”) under the symbols “GTYH” and “GTYHW,” respectively. GTY is a public sector SAAS company which offers a cloud-based suite of solutions for North American state and local governments. GTY’s cloud-based suite of solutions for state and local governments addresses functions in procurement, payments, grant management, budgeting and permitting. The following is a brief description of each of the Acquired Companies. Bonfire Bonfire Interactive Ltd. was incorporated on March 5, 2012 under the laws of the Province of Ontario, and its wholly-owned subsidiary, Bonfire Interactive US Ltd., was incorporated in the United States on January 8, 2018. Bonfire is a provider of software technologies for the procurement and vendor or supplier sourcing industry across government, the broader public sector, and various highly-regulated commercial vertical markets. Bonfire offers customers and their sourcing professionals a modern SaaS application that helps find, engage, evaluate, negotiate with, and award contracts to suppliers. Bonfire delivers workflow automation, data collection and analysis, and collaboration to drive cost savings, compliance, and strategic outcomes. All of Bonfire’s applications are delivered as a SaaS offering, and Bonfire does not market or sell professional services. CityBase Headquartered in Chicago, Illinois, CityBase, LLC was formed in Delaware on June 9, 2014. On July 21, 2016, CityBase, LLC was converted into a Delaware corporation, CityBase, Inc. CityBase provides dynamic content, digital services, and integrated payments via a SaaS platform that includes technological functionality accessible via web and mobile, kiosk, point-of-sale, and other channels. CityBase software integrates its platform to underlying systems of record, billing, and other source systems, and configures payments eCivis eCivis, a Delaware corporation headquartered in Los Angeles, California, is a leading SaaS provider of grants management and indirect cost reimbursement solutions that enable its customers to standardize and streamline complex grant processes in a fully integrated platform. The eCivis platform consists of four core cloud-based products including grants research, grants management, sub-recipient management, and cost allocation and recovery. To assist its customers in the implementation of its cloud-based products, eCivis offers one-time implementation services including data integration, grants migration and change management. Additionally, eCivis provides ongoing grants management training and cost allocation plan consulting. Open Counter Open Counter, a Delaware corporation headquartered in San Francisco, California, is a developer and provider of software tools for cities to streamline permitting and licensing services for municipal governments. Open Counter provides customers with software through a hosted platform and also provide professional services related to software implementation. Questica Questica, Inc., Questica USCDN Inc., and its wholly-owned subsidiary Questica Ltd., design and develop capital and operating budgeting software. The Questica suite of products are part of a comprehensive web-based budgeting preparation, performance, management and data visualization solution that enables public sector and non-profit organizations to improve and shorten their budgeting cycles. Questica Inc. was organized in 1998 as an Ontario corporation, maintains two offices located in Burlington, Ontario, Canada and serves the Healthcare, K-12, Higher Education and Local Government verticals in North America. Questica USCDN was organized in 2017 as an Ontario corporation and Questica Ltd. was incorporated in 2017 in the United States as a Delaware corporation. Questica Ltd. is located in Huntington Beach, California, primarily serving the non-profit market and services a limited number of customers in the public and private sector. The majority of the Questica Ltd.’s customers are located in the U.S. and Canada, and as well as some international customers, primarily located in the United Kingdom and Africa. Sherpa Sherpa is a Colorado limited liability company headquartered in Denver, Colorado, established in 2004. Sherpa is a leading provider of public sector budgeting software and consulting services that help state and local governments create and manage budgets and performance. Customers purchase Sherpa’s software and engage its consulting services to configure the software and train customers on how to manage the software going forward. Following implementation, customers continue to use the software in perpetuity while paying maintenance or subscription fees. |
Going Concern and Liquidity
Going Concern and Liquidity | 3 Months Ended |
Mar. 31, 2019 | |
Going Concern and Liquidity [Abstract] | |
Going Concern and Liquidity [Text Block] | Note 2 - Going Concern and Liquidity The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, the Company had an accumulated deficit of approximately $35.1 million at March 31, 2019, a net loss of approximately $40.1 million and approximately $25.3 million net cash used in operating activities for the successor period from February 19, 2019 through March 31, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is attempting to further expand its customer base; scale up its production of various products; and increase revenue; however, the Company’s cash position may not be sufficient to support its daily operations through the next twelve months from the date of filing this 10-Q. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional funds by way of a public or private offering and its ability to further generate sufficient revenue. While the Company believes in the viability of its platform and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 18, 2019 and the Company’s Current Report Form 8-K/A filed with the SEC on March 18, 2019. The Acquisition was accounted for as a business combination using the acquisition method of accounting. The Company’s financial statement presentation distinguishes the results of operations into two distinct periods: (i) the period before the consummation of the Acquisition, which includes the period from January 1, 2019 to the Closing Date (the “2019 Predecessor Period”) and the three months ended March 31, 2018 (the “2018 Predecessor Period”) and (ii) the period after consummation of the Acquisition which includes the period including and after the Closing Date to March 31, 2019 (the “Successor Period”). The accompanying condensed consolidated financial statements include a black line division which indicates that the Acquired Companies and the Company’s financial information are presented on a different basis and are therefore, not comparable. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Acquisition. The historical financial information of GTY Cayman prior to the Acquisition is not being reflected in the Predecessor financial statements as these historical amounts have been determined not to be useful to a user of the financial statements. GTY Cayman’s operations prior to the Acquisition, other than income from the Trust Account investments and transaction expenses, were nominal. The Company believes that Predecessor activities related to investments, intangible assets, stock-based compensation, goodwill, fair value measurements and notes payable were either quantitatively or qualitatively immaterial. Therefore, the Company did not disclose these Predecessor activities in the following unaudited footnotes. Principles of Consolidation The Successor Period condensed consolidated financial statements include all accounts of the Company and its subsidiaries. The Predecessor Period condensed consolidated financial statements include all accounts of the Acquired Companies and the Acquired Companies’ subsidiaries. All material intercompany transactions and balances have been eliminated in the accompanying condensed consolidated financial statements. Segments The Company has six operating segments. The Company’s Chief Executive Officer and Chief Financial Officer, who jointly are the Company’s chief operating decision maker, review financial information for each of the Acquired Companies, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. See Note 12. Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. Cash and cash equivalents are recorded at cost, which approximates fair value. Accounts Receivable Accounts receivable consists of amounts due from our customers, which are primarily located throughout the United States and Canada. Accounts receivable are recorded at the invoiced amount, do not require collateral, and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded when events or circumstances indicate an additional allowance is required based on the Company’s specific identification approach. The allowance for doubtful accounts for the Successor as of March 31, 2019 and for the Predecessor as of December 31, 2018 was immaterial. Bad debt expense for the period from February 19, 2019 to March 31, 2019 (Successor), the period from January 1, 2019 to February 18, 2019 (Predecessor) and the three months ended March 31, 2018 (Predecessor) was immaterial. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash accounts in a financial institution at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2019 and December 31, 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Additionally, all Canadian Dollars (“CDN”) institution amounts are covered by Canada Deposit Insurance Corporation, or CDIC insurance. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates include revenue recognition, the carrying value of goodwill, the fair value of acquired intangibles, the capitalization of software development costs, and the useful lives intangible assets, stock-based compensation, contingent consideration and the valuation allowance of deferred tax assets resulting from net operating losses. Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the condensed consolidated statement of operations in the period realized. Property, plant and equipment is depreciated using the straight-line method over 5 to 15 years. Internal-use software is amortized on a straight-line basis over its estimated useful life or 5 years. Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. Depreciation expense recognized by the Company for the period from February 19, 2019 to March 31, 2019 (Successor) was $0.1 million. Depreciation expense recognized by the Predecessor for the period from January 1, 2019 through February 18, 2018 and the three months ended March 31, 2018 was $0.2 million and $0.2 million, respectively. Capitalized Software Costs The Company capitalizes costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Intangible Assets (Successor) Intangible assets consist of acquired customer relationships, acquired developed technology, trade name and non-compete agreements which were acquired as part of the Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. Goodwill (Successor) Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed, and it is presented as Goodwill in the accompanying condensed consolidated balance sheet of the Successor. Under ASC 350, Intangibles – Goodwill and Other Business Combinations (Successor) The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets and goodwill for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases prior to January 1, 2019 under ASC Topic 840. Fair Value (Successor) The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value . • Level 1 — uses quoted prices in active markets for identical assets or liabilities. • Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. The Company’s only material financial instruments carried at fair value as of March 31, 2019, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations, as follows (in thousands): Fair Value Measurement at Reporting Date Using Balance as of March 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent consideration – current $ 11,515 $ - $ - $ 11,515 Contingent consideration – long term 56,333 - - 56,333 Total liabilities measured at fair value $ 67,848 $ - $ - $ 67,848 There were no transfers made among the three levels in the fair value hierarchy during the three months ended March 31, 2019. The following table presents additional information about Level 3 liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Changes in Level 3 liabilities measured at fair value from February 18, 2019 to March 31, 2019 (in thousands): Contingent consideration - February 18, 2019 $ 2,031 Fair value of contingent consideration – Bonfire 325 Fair value of contingent consideration – CityBase 48,410 Fair value of contingent consideration – eCivis 5,859 Fair value of contingent consideration - Questica 9,311 Fair value of contingent consideration – Sherpa 1,898 Change due to fluctuation in foreign currency 14 Contingent consideration - March 31, 2019 $ 67,848 There was no a material change in fair value of contingent consideration from the Acquired Companies acquisitions through March 31, 2019. The fair value of the Company’s contingent consideration liabilities recorded as part of the acquisitions has been classified within Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments due to the sellers based on each company’s achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The initial fair values of the contingent consideration was calculated through the use of either Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements. The analyses utilized the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, were further discounted by a credit spread assumption to account for credit risk. The contingent consideration is revalued to fair value each period, and any increase or decrease is recorded in operating income (loss). The fair value of the contingent consideration may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term nature of these instruments. The Company measures certain assets at fair value on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and other intangible assets. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Temporary Equity The Class C exchangeable shares in the capital stock of Questica Exchangeco is convertible into the Company’s common stock and/or redeemable at any time at the option of the holder or the Company in the events not controlled by the Company. The Company has classified the Class C exchangeable shares in the capital stock of Questica Exchangeco as temporary equity in accordance with ASC 480 - "Distinguishing Liabilities from Equity." Foreign Currency Translation and Transactions The assets, liabilities and results of operations of certain consolidated entities are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these entities with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the condensed consolidated balance sheet date and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these entities’ condensed consolidated financial statements are reported in accumulated other comprehensive loss in the condensed consolidated balance sheets and total other comprehensive loss on the condensed consolidated statements of operations. Revenue Recognition The Company adopted the Financial Accounting Standards Board (“FASB”) new revenue recognition framework, ASC 606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2017 using the full retrospective approach. The adoption of this standard did not have a material impact on prior revenue recognition or on opening equity, as the timing and measurement of revenue recognition for the Company is materially the same under ASC 606 as it was under the prior relevant guidance. With the adoption of Topic 606, revenues are recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenues recognized will not occur. The Company determines the amount of revenues to be recognized through application of the following steps: • Identification of the contract, or contracts with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenues when or as the Company satisfies the performance obligations. For contracts where the period between when the Company transfers a promised service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The Company has made a policy election to exclude from the measurement of the transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the Company from a customer. Such taxes may include but are not limited to sales, use, value added and certain excise taxes. Disaggregation of Revenues (Amounts in thousands) Successor Predecessor February 19, 2019 through March 31, 2019 January 1, 2019 through February 18, 2019 January 1, 2018 through March 31, 2018 Subscription, support and maintenance $ 2,018 $ 3,253 $ 4,376 Professional services 721 1,269 1,783 License 295 383 526 Asset sales - 23 105 Total revenues $ 3,034 $ 4,928 $ 6,790 Revenues Subscription, support and maintenance Our contracts may include variable consideration in the form of usage fees, which are constrained and included in the transaction price in the period in which the usage occurs and the fee is known. Subscription, support and maintenance revenues also includes kiosk rentals and on-premise support or maintenance pertaining to license sales. Revenues from kiosk rentals and on-premise support are recognized on a straight-line basis over the support period. Revenue from subscription, support and maintenance comprised approximately 66% of total revenues for the 2019 Successor Period. Professional services License . Asset sales. Contract Liabilities Contract liabilities primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for subscription services to the Company’s SaaS offerings and related implementation and training. The Company recognizes contract liabilities as revenues when the services are performed and the corresponding revenue recognition criteria are met. The Company receives payments both upfront and over time as services are performed. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Contract liabilities are reduced as services are provided and the revenue recognition criteria are met. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in current liabilities as contract liabilities, and the remaining portion is recorded in long-term liabilities as contract liabilities, non-current. Revenues of approximately $1.7 million, $2.2 million and $3.9 million were recognized for the Successor Period, the 2019 Predecessor Period, and three months ended March 31, 2018, respectively, that was included in the contract liabilities balances at the beginning of the respective periods. Cost of revenues Cost of revenues primarily consists of salaries and benefits of personnel relating to our hosting operations and support, implementation, and grants research. Cost of revenues includes data center costs including depreciation of the Company’s data center assets, third-party licensing costs, consulting fees, and the amortization of acquired technology from recent acquisitions. Stock Based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Following are the assumptions used for the stock option grant on February 19, 2019: Exercise price $ 1.82 Expected term (years) 5.1 Expected stock price volatility 74 % Risk-free rate of interest 2 % In accordance with ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, . Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Diluted net income per common share is computed similar to basic net income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue Common Stock were exercised or converted into Common Stock. Due to the net loss for the Successor Period, diluted and basic loss per share are the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2019 are as follows: Warrants to purchase common stock 27,093,334 Options to purchase common stock 399,803 Total 27,493,137 Income Taxes Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. To date, the Company has provided a full valuation allowance against its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. Although the Company believes that its tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. No tax related impact was recorded in the financial statements as a result of the adoption of ASU No. 2016-09. The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. Through March 31, 2019, the Company has not identified any material uncertain tax positions for which liabilities would be required to be recorded. As a result of the Company’s Acquisition, a temporary difference between the book fair value and tax basis for the assets acquired of $39.9 million was created, resulting in a deferred tax liability and additional goodwill. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. 3.6 3.8 Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company has not determined the impact of this guidance on its financial statements. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4. Business Combination Successor Business Combination On February 19, 2019, the Company consummated the Business Combination, pursuant to which it acquired each of Bonfire, CityBase, eCivis, Open Counter, Questica, and Sherpa. In connection with the closing of the Business Combination (the “Closing”), pursuant to the GTY Agreement between the Company, GTY Cayman, and GTY Technology Merger Sub, Inc. (“GTY Merger Sub”), merged with and into GTY Cayman, with GTY Cayman surviving the merger as a direct, wholly-owned subsidiary of the Company, and in connection therewith the Company changed its name from GTY Govtech, Inc. to GTY Technology Holdings Inc. This acquisition qualifies as a business combination under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recognized as goodwill. Bonfire Acquisition Under the Bonfire Agreement, at Closing, the Company acquired Bonfire for aggregate consideration of approximately $48.0 million in cash and 2,156,014 shares of Company common stock (valued at $10.00 per share) and 2,161,741 shares of Bonfire Exchangeco, each of which is exchangeable for shares of Company common stock on a one-for-one basis at any time of the holder’s choosing. Of the shares issued to Bonfire Holders, 2,008,283 shares of Company common stock and 2,093,612 exchangeable shares in the capital stock of Bonfire Exchangeco are subject to transfer restrictions for one year, which such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $3.1 million in cash and 690,000 shares of Company common stock were deposited into escrow for a period of up to one year to cover certain indemnification obligations of the Bonfire Holders. Additionally, in accordance with the Bonfire Agreement, 1,218,937 unvested options to purchase shares of Bonfire common stock were converted into 408,667 options to purchase shares of Company common stock. CityBase Acquisition Under the CityBase Agreement, at Closing, the Company acquired CityBase for aggregate consideration of approximately $62.2 million in cash and 3,155,961 shares of Company common stock (valued at $10.00 per share). Each CityBase Holder may elect to have their shares subject to transfer restrictions for up to one year or to have their shares subject to redemption at the Company’s option for a promissory note in an amount equal to $10.00 per share redeemed, which note would bear interest at a rate of 8% per annum in the first year after issuance and 10.0% per annum thereafter (subject to an increase of 1% for each additional 6 months that has elapsed without full payment of such note(s)) (which option must be exercised within 90 days after the Closing). Prior to the consummation of the Business Combination, the CityBase Holders agreed to purchase 380,937 Class A Ordinary Shares of GTY Cayman with the proceeds they would have otherwise received from the closing of the CityBase Transaction, which resulted in an approximate $3.8 million reduction to the amount of cash payable to the CityBase Holders. In addition, approximately $2.1 million in cash and 1,000,000 shares of Company common stock were deposited into escrow for a period of up to one year to cover certain indemnification obligations of the CityBase Holders. eCivis Acquisition Under the eCivis Agreement and the eCivis Letter Agreement, at Closing, the Company acquired eCivis for aggregate consideration of approximately $14.0 million in cash and 2,883,433 shares of Company common stock (valued at $10.00 per share) (including 703,631 shares of Company common stock which are redeemable for cash at any time in the sole discretion of the Company for a price of $10.00 per share). The shares not subject to a redemption right are subject to transfer restrictions for one year, which such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $3.6 million in cash and 242,200 shares of Company common stock were deposited into escrow for a period of up to one year to cover certain indemnification obligations of the eCivis Holders. Open Counter Acquisition Under the Open Counter Agreement and the Open Counter Letter Agreement, at Closing, the Company acquired Open Counter for aggregate consideration of approximately $9.7 million in cash and 1,580,990 shares of Company common stock (valued at $10.00 per share) that were issued to the holders of Open Counter capital stock (the “Open Counter Holders”) (including 100,000 shares of Company common stock which are redeemable for a promissory note at the sole discretion of the Company within seven days of the Closing, which such promissory note would bear interest at a rate of 8% per annum in the first year after issuance and 10.0% per annum thereafter (subject to an increase of 1% for each additional 6 months that has elapsed without full payment of such note(s))). The shares not subject to a redemption right are subject to transfer restrictions for one year, which such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $1.3 million in cash and 164,554 shares of Company common stock were deposited into escrow for a period of one year to cover certain indemnification obligations of the Open Counter Holders. Questica Acquisition Under the Questica Agreement and the Questica Letter Agreement, at Closing, the Company indirectly acquired Questica for aggregate consideration of approximately $44.4 million in cash and an aggregate of 2,600,000 Class A exchangeable shares in the capital stock of Questica Exchangeco , which is exchangeable into shares of the Company’s Common Stock, and 1,000,000 Class In accordance with the Questica Shareholder Agreement, dated as of February 12, 2019, by and among the Company and certain Questica Holders (the “Questica Shareholder Agreement”), 500,000 Class C exchangeable shares in the capital stock of Questica Exchangeco may be redeemable at the sole discretion of the Company at any time for $5.0 million plus all accrued and unpaid dividends, and may be exchanged for shares of Company common stock beginning on the sixty-first day following the Closing for a number of shares of Company common stock equal to $5.0 million plus accrued and unpaid dividends divided by the lesser of (i) $10.00 or (ii) the 5-day volume weighted average price (“VWAP”) at the time of exchange. For so long as the Class C exchangeable shares remain outstanding, they accumulate a dividend of 5.0% per annum for the first sixty days following the Closing and 10.0% per annum thereafter. The Class A exchangeable shares in the capital stock of Questica Exchangeco are subject to transfer restrictions for one year, which such transfer restrictions may be lifted earlier if, subsequent to the Closing, (i) the last sale price of the Company common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Company common stock for cash, securities or other property. In addition, approximately $0.1 million in cash and 800,000 of the exchangeable shares described above were deposited into escrow for a period of one year to cover certain indemnification obligations of the Questica Holders. Sherpa Acquisition Under the Sherpa Agreement and the Sherpa Letter Agreement, at Closing, the Company indirectly acquired Sherpa for aggregate consideration of approximately $4.2 million in cash and 100,000 shares of Company common stock (valued at $10.00 per share) all of which are redeemable for a promissory note bearing interest equal to 5.5% per annum in the first year subsequent to issuance and 8.0% per annum thereafter at the sole discretion of the Company within seven days of the Closing. In addition, approximately $0.9 million in cash was deposited into escrow for a period of one year to cover certain indemnification obligations of the Questica Holders. The following is a summary of consideration paid and issued to each Acquired Company (in thousands): Cash Consideration Stock Consideration Contingent Consideration Total Adjusted Net Assets Goodwill Intangibles Deferred Tax Liability Bonfire $ 51,068 $ 50,078 (1) $ 325 $ 101,471 $ 3,639 $ 81,964 $ 22,668 $ 6,800 CityBase 64,261 41,560 48,410 154,231 782 119,741 48,155 14,447 eCivis 17,592 31,256 5,859 54,707 (1,788 ) 47,397 12,997 3,899 OpenCounter 10,958 17,455 - 28,413 (1,441 ) 22,524 10,471 3,141 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,479 33,821 10,147 Sherpa 5,105 1,000 1,898 8,003 1,066 3,497 4,914 1,474 Total $ 193,478 $ 172,349 $ 65,803 $ 431,630 $ 5,910 $ 332,602 $ 133,026 $ 39,908 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration The following table represents the preliminary allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values. Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Cash $ 4,641 $ 2,191 $ 136 $ 107 $ 6,763 $ 632 $ 14,470 Accounts receivable, net 323 1,018 720 46 1,257 587 3,951 Prepaid expense and other current assets 607 170 340 - 77 33 1,227 Fixed assets 118 500 56 29 182 2 887 Loan receivable - related party - 175 - - - - 175 Right of use assets 1,315 - 901 - 296 - 2,512 Other assets 369 783 30 - 1,061 - 2,243 Intangible assets 22,668 48,155 12,997 10,471 33,821 4,914 133,026 Goodwill 81,964 119,741 47,397 22,524 57,479 3,497 332,602 Accounts payable and accrued expenses (1,084 ) (1,191 ) (582 ) (124 ) (911 ) (188 ) (4,080 ) Contract liabilities (1,221 ) (816 ) (1,635 ) (484 ) (2,774 ) - (6,930 ) Lease liability - short term (366 ) - - - (296 ) - (662 ) Deferred tax liability (6,800 ) (14,447 ) (3,899 ) (3,141 ) (10,147 ) (1,474 ) (39,908 ) Other current liabilities - - (3 ) (491 ) (767 ) - (1,261 ) Finance lease obligations - current portion - (139 ) - - - - (139 ) Contract and other long-term liabilities (60 ) (1,646 ) (56 ) - - - (1,762 ) Finance lease obligation, less current portion - (262 ) - - - - (262 ) Long term debt - - - (525 ) - - (525 ) Lease liability - long term (1,002 ) - (901 ) - - - (1,903 ) Contingent consideration - pre-existing - - (794 ) - (1,237 ) - (2,031 ) Total consideration $ 101,472 $ 154,232 $ 54,707 $ 28,412 $ 84,804 $ 8,003 $ 431,630 Transaction Costs Transaction costs incurred by the Company associated with the Business Combination were $35.0 million for the Successor Period. Unaudited Pro Forma Operating Results The following unaudited pro forma combined financial information has been prepared as if the Business Combination and other related transactions had taken place on January 1, 2018. The pro forma combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Business Combination taken place on January 1, 2018; furthermore, the financial information is not intended to be a projection of future results. The following unaudited pro forma financial information presents results of operations as if the acquisition of the Acquired Companies had occurred on January 1, 2018 (in thousands): (Unaudited Pro Forma) Successor Predecessor February 19, 2019 January 1, 2019 January 1, 2018 Total revenues $ 3,034 $ 4,928 $ 6,790 Net loss applicable to common stockholders (40,052 ) (1,713 ) (1,923 ) |
Intangible Assets (Successor)
Intangible Assets (Successor) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets (Successor) [Text Block] | Note 5. Intangible Assets (Successor) The Company recognized goodwill and certain identifiable intangible assets in connection with business combinations. See Note 4. Identifiable intangible assets consist of the following as of March 31, 2019 for the Successor Period Economic From 02.19.2019 Life Gross to 03.31.2019 (Years) Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Amortization Net Total Patents / Developed Technology 6 10 $ 10,197 $ 31,789 $ 3,637 $ 5,469 $ 6,090 $ 1,140 $ 58,322 $ 819 $ 57,503 Trade Names / Trademarks 1 13 3,491 8,038 2,573 1,217 1,880 306 17,505 200 17,305 Customer Relationships 10 8,723 7,840 6,641 3,678 25,721 3,396 55,999 629 55,370 Non-Compete Agreements 3 257 488 146 107 130 72 1,200 45 1,155 $ 22,668 $ 48,155 $ 12,997 $ 10,471 $ 33,821 $ 4,914 $ 133,026 $ 1,693 $ 131,333 Amortization expense recognized by the Company related to intangible assets for the period from February 19, 2019 to March 31, 2019 (Successor) was $ 1.7 0.03 0.05 The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows (in thousands): Nine months ended December 31, 2019 $ 11,301 Year ended December 31, 2020 15,068 Year ended December 31, 2021 15,068 Year ended December 31, 2022 15,068 Year ended December 31, 2023 15,068 Year ended December 31, 2024 15,068 Thereafter 44,692 $ 131,333 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 6. Related Party Transactions Convertible Note On August 8, 2018, GTY Cayman issued the Convertible Note to the Sponsor, pursuant to which GTY Cayman was able to borrow up to $1 million from the Sponsor from time to time. The Convertible Note does not bear interest and the Sponsor agreed to waive all unpaid principal under the Convertible Note until the earlier of May 1, 2019 and the consummation of the business combination. The Sponsor has the option to convert any amounts outstanding under the Convertible Note, up to $1 million in the aggregate, into warrants at a conversion price of $1.50 per warrant. The terms of such warrants will be identical to the private placement warrants. During the quarter ended March 31, 2019, GTY drew down $400,000 on the Convertible Note, resulting in $1,000,000 principal amount outstanding as of March 31, 2019. Agreements and Arrangements with Certain Institutional Investors On February 13, 2019, GTY Cayman, the Sponsor, William D. Green, Joseph M. Tucci and Harry L. You (Messrs. Green, Tucci and You, collectively, the “Founders”) entered into agreements and arrangements with certain institutional investors pursuant to which a total of 1,500,000 500,000 $10.29 $250,000, 1,000,000 $9.90 per share and agreed to pay such broker-dealer an amount in cash equal to the difference between the redemption price and $9.90. In addition, the Sponsor and the Founders entered into agreements prior to the Closing pursuant to which they are obligated to reimburse the holders of 1,942,953 Class A Ordinary Shares that were not redeemed in connection with the business combination for losses that may be incurred upon the sale of such shares within a specified period following the Closing, up to an agreed-upon limit, $ 4.0 million for losses incurred upon the sale of such shares and in turn the Company reduced its convertible note liability for $1.0 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7. Share-Based Compensation In connection with the Business Combination, the Company issued 408,667 stock options to employees . The total fair value of the stock options at the grant date was $3.6 million. A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Total Intrinsic Value Outstanding as of February 18, 2019 - $ - - $ - Granted 408,667 1.82 8.5 - Forfeited/expired (8,864 ) 1.16 Outstanding as of March 31, 2019 399,803 $ 1.83 8.7 $ 2,784,811 Options vested and exercisable 20,053 $ 1.60 8.5 $ 114,356 For the period from February 19, 2019 to March 31, 2019, the Company recorded $ 0.6 $3.0 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 8. Leases The Company leases office space under agreements classified as operating leases that expire on various dates through 2023. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases. At March 31, 2019, the Company had operating lease liabilities of approximately $3.8 million and right of use assets of approximately $3.6 million, which were included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 104 $ 156 $ 77 $ 34 $ 371 Variable lease cost - - - - - Operating lease expense 104 156 77 34 371 Short-term lease rent expense - - - - - Total rent expense $ 104 $ 156 $ 77 $ 34 $ 371 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 103 $ 161 $ 77 $ 33 $ 374 Right-of-use assets exchanged for operating lease liabilities $ 1,271 $ 1,541 $ 920 $ 310 $ 4,042 Weighted-average remaining lease term – operating leases 3.3 2.5 3.2 3.1 2.9 Weighted-average discount rate – operating leases 10.0 % 10.0 % 8.0 % 4.8 % 9.2 % As of March 31, 2019, future minimum lease payments under non-cancellable operating are as follows (in thousands): Bonfire CityBase eCivis Questica Total Nine months ended December 31, 2019 $ 311 $ 489 $ 232 $ 101 $ 1,133 Year Ended December 31, 2020 430 661 309 75 1,475 Year Ended December 31, 2021 445 458 309 56 1,268 Year Ended December 31, 2022 229 - 128 58 415 Year Ended December 31, 2023 - - - 14 14 Total 1,415 1,608 978 304 4,305 Less present value discount (215 ) (191 ) (117 ) (27 ) (550 ) Operating lease liabilities $ 1,200 $ 1,417 $ 861 $ 277 $ 3,755 Rent expense recognized by the Company for the period from February 19, 2019 to March 31, 2019 (Successor) was $0.4 million. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 9. Commitments and Contingencies Successor Legal Proceedings From time to time, the Companies may become involved in legal proceedings arising in the ordinary course of its business. The Companies are not presently a party to any legal proceedings that, if determined adversely to the Companies, would have a material adverse effect on the Companies. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor have it been sued in connection with these indemnification arrangements. As of March 31, 2019, and December 31, 2018, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is not probable or reasonably estimable. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 . Shareholders’ Equity Initial Public Offering Redemption Shares The Company provided its holders of the outstanding Class A ordinary shares sold in the initial public offering (“public shareholders”) with the opportunity to redeem all or a portion of their public shares in connection with a shareholder meeting called to approve the business combination. The public shareholders were entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account. public shares were recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In connection with the Business Combination, 11,073,040 Class A ordinary shares of GTY were redeemed at a per share price of approximately $10.29. The remaining shares Subscription Agreement Immediately prior to the Closing, pursuant to subscription agreements (the “Subscription Agreements”), dated as of various dates from January 9, 2019 through February 12, 2019, by and among GTY and certain institutional and accredited investors party thereto (the “Subscribed Investors”), GTY Cayman issued to the Subscribed Investors an aggregate of 12,863,098 Class A ordinary shares of GTY for $10.00 per share, for an aggregate cash purchase price of approximately $126.4 million and paid fees of $1.1 million, including three such Subscription Agreements with certain CityBase holders (including Michael Duffy, the chief executive officer of CityBase) for an aggregate of 380,937 Class A ordinary shares of GTY at a price of $10.00 per share, for an aggregate cash purchase price of approximately $3.8 million. The Class A ordinary shares of GTY issued to the Subscribed Investors were cancelled and exchanged on a one-for-one basis for shares of Company common stock at the Closing. In connection with the Subscription Agreements, immediately prior to the Closing, the Sponsor surrendered to GTY Cayman for cancellation at no cost to GTY 231,179 Class B (founder) shares, which have been retroactively adjusted in the accompanying statement of stockholders equity, and sold 500,000 private placement warrants held by it to an accredited investor in a private placement for an aggregate of $250,000 or $0.50 per warrant (which was $1.00 per warrant less than the price originally paid for such warrants). GTY Merger Share Exchange In connection with the GTY Merger, all of the issued and outstanding shares of GTY Cayman were exchanged for an equal number of shares of GTY common stock and immediately before the exchange, each outstanding unit was separated into its component Class A ordinary share and warrant. Upon the exchange 22,978,520 Class A and 13,568,821 Class B shares of GTY Cayman were exchanged for 36,547,341 shares of Common Stock of GTY. Shares issued in the Acquisition As part of the consideration for the Acquisition, the Company issued (a) 11,973,154 shares of Series A common stock, of which 3,937,907 are redeemable at the option of the Company (the “Acquisition Redemption Shares”), (b) 2.6 million Class A and 0.5 million Class C shares of Questica Exchangeco (the “Questica Shares”) and 2,161,741 shares of Bonfire Exchangeco shares (collectively, the “Exchange Shares”) that are exchangeable into an equal number of Common Stock. The Exchange Shares are recorded as common shares of the Company. The Company also issued 1,000,000 Class B shares of Questica Shares which are not exchangeable for Common Stock and thus have no value. The 500,000 Class C shares of the Questica shares are redeemable at the option of the shareholder and thus are included in temporary equity in the condensed consolidated balance sheet as of March 31, 2019. The shares issued as consideration in the Acquisition were valued at $10 per share in the accompanying condensed consolidated financial statements. In March 2019, 500,000 of the Acquisition Redemption Shares were redeemed by the Company at a price of $10 per share. Common Stock 400,000,000 $0.0001 48,420,495 Preferred Shares – GTY was authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. As of March 31, 2019 , there were no preferred shares issued or outstanding. Warrants At March 31, 2019 , there were a total of 27,093,334 warrants outstanding. The warrants were originally sold as part of the units offered in the IPO. Each warrant entitles the holder thereof to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustments. The warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the warrants. The Company may call the warrants for redemption, in whole and not in part, at a price of $ 0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the reported last sale price of Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. The warrants were determined to be equity classified in accordance with ASC 815 , Derivatives and Hedging . |
Temporary Equity
Temporary Equity | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Disclosure of Temporary Equity [Text Block] | Note 11 - Temporary Equity The following table summarizes the Company’s Class C exchangeable shares in the capital stock of Questica Exchangeco (Class C”) for the successor period (dollars in thousands): Class C Shares Amount Total Class C classified as temporary equity as of January 1, 2019 - $ - Issuance of Class C Shares for the acquisition of Questica 500,000 5,000 Total temporary equity as of March 31, 2019 500,000 $ 5,000 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 12. Segment Reporting The Company conducts the business through the following six operating segments: Bonfire, CityBase, eCivis, Open Counter, Questica and Sherpa. The accounting policies of the operating segments are the same as those described in Note 3. Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets. The following provides operating information about the Company’s reportable segments for the periods presented (in thousands): GTY Bonfire CityBase eCivis OpenCounter Questica Sherpa Eliminations Total Successor February 19, 2019 through March 31, 2019 Total revenues $ - $ 426 $ 936 $ 408 $ 127 $ 869 $ 268 $ - $ 3,034 Cost of revenues - 107 893 206 36 263 71 - 1,576 Loss from operations (18,240 ) (2,413 ) (3,908 ) (1,134 ) (242 ) (11,366 ) (3,164 ) - (40,468 ) Predecessor January 1, 2019 through February 18, 2019 Total revenues $ - $ 593 $ 820 $ 673 $ 298 $ 1,913 $ 631 $ - $ 4,928 Cost of revenues - 124 746 267 51 296 130 - 1,614 Loss from operations - (741 ) (1,499 ) (265 ) 46 550 354 - (1,555 ) Predecessor January 1, 2018 through March 31, 2018 Total revenues $ - $ 659 $ 1,245 $ 1,135 $ 391 $ 2,593 $ 767 $ - $ 6,790 Cost of revenues - 148 902 387 124 465 73 - 2,099 Loss from operations - (787 ) (1,773 ) (237 ) (76 ) 561 506 - (1,806 ) Successor As of March 31, 2019 Goodwill $ - $ 81,964 $ 119,741 $ 47,397 $ 22,524 $ 57,479 $ 3,497 $ - $ 332,602 Assets 23,050 110,477 170,863 61,202 32,244 102,119 6,629 (5,920 ) 500,664 Predecessor As of December 31, 2018 Goodwill $ - $ - $ 123 $ 585 $ - $ 1,810 $ - $ - $ 2,518 Assets - 6,329 7,215 2,621 316 11,710 1,377 - 29,568 Revenues from North America customers accounted for greater than 90% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on March 18, 2019 and the Company’s Current Report Form 8-K/A filed with the SEC on March 18, 2019. The Acquisition was accounted for as a business combination using the acquisition method of accounting. The Company’s financial statement presentation distinguishes the results of operations into two distinct periods: (i) the period before the consummation of the Acquisition, which includes the period from January 1, 2019 to the Closing Date (the “2019 Predecessor Period”) and the three months ended March 31, 2018 (the “2018 Predecessor Period”) and (ii) the period after consummation of the Acquisition which includes the period including and after the Closing Date to March 31, 2019 (the “Successor Period”). The accompanying condensed consolidated financial statements include a black line division which indicates that the Acquired Companies and the Company’s financial information are presented on a different basis and are therefore, not comparable. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See Note 4 – Business Combination for a discussion of the estimated fair values of assets and liabilities recorded in connection with the Acquisition. The historical financial information of GTY Cayman prior to the Acquisition is not being reflected in the Predecessor financial statements as these historical amounts have been determined not to be useful to a user of the financial statements. GTY Cayman’s operations prior to the Acquisition, other than income from the Trust Account investments and transaction expenses, were nominal. The Company believes that Predecessor activities related to investments, intangible assets, stock-based compensation, goodwill, fair value measurements and notes payable were either quantitatively or qualitatively immaterial. Therefore, the Company did not disclose these Predecessor activities in the following unaudited footnotes. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The Successor Period condensed consolidated financial statements include all accounts of the Company and its subsidiaries. The Predecessor Period condensed consolidated financial statements include all accounts of the Acquired Companies and the Acquired Companies’ subsidiaries. All material intercompany transactions and balances have been eliminated in the accompanying condensed consolidated financial statements. |
Segment Reporting, Policy [Policy Text Block] | Segments The Company has six operating segments. The Company’s Chief Executive Officer and Chief Financial Officer, who jointly are the Company’s chief operating decision maker, review financial information for each of the Acquired Companies, together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. See Note 12. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. Cash and cash equivalents are recorded at cost, which approximates fair value. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable Accounts receivable consists of amounts due from our customers, which are primarily located throughout the United States and Canada. Accounts receivable are recorded at the invoiced amount, do not require collateral, and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded when events or circumstances indicate an additional allowance is required based on the Company’s specific identification approach. The allowance for doubtful accounts for the Successor as of March 31, 2019 and for the Predecessor as of December 31, 2018 was immaterial. Bad debt expense for the period from February 19, 2019 to March 31, 2019 (Successor), the period from January 1, 2019 to February 18, 2019 (Predecessor) and the three months ended March 31, 2018 (Predecessor) was immaterial. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash accounts in a financial institution at times may exceed the Federal depository insurance coverage of $250,000. As of March 31, 2019 and December 31, 2018, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Additionally, all Canadian Dollars (“CDN”) institution amounts are covered by Canada Deposit Insurance Corporation, or CDIC insurance. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates include revenue recognition, the carrying value of goodwill, the fair value of acquired intangibles, the capitalization of software development costs, and the useful lives intangible assets, stock-based compensation, contingent consideration and the valuation allowance of deferred tax assets resulting from net operating losses. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the condensed consolidated statement of operations in the period realized. Property, plant and equipment is depreciated using the straight-line method over 5 to 15 years. Internal-use software is amortized on a straight-line basis over its estimated useful life or 5 years. Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. Depreciation expense recognized by the Company for the period from February 19, 2019 to March 31, 2019 (Successor) was $0.1 million. Depreciation expense recognized by the Predecessor for the period from January 1, 2019 through February 18, 2018 and the three months ended March 31, 2018 was $0.2 million and $0.2 million, respectively. |
Capitalization of Internal Costs, Policy [Policy Text Block] | Capitalized Software Costs The Company capitalizes costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets (Successor) Intangible assets consist of acquired customer relationships, acquired developed technology, trade name and non-compete agreements which were acquired as part of the Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill (Successor) Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed, and it is presented as Goodwill in the accompanying condensed consolidated balance sheet of the Successor. Under ASC 350, Intangibles – Goodwill and Other |
Business Combinations Policy [Policy Text Block] | Business Combinations (Successor) The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (“ASC”) 805 — Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets and goodwill for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized when the asset’s carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. |
Lessee, Leases [Policy Text Block] | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases prior to January 1, 2019 under ASC Topic 840. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value (Successor) The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value . • Level 1 — uses quoted prices in active markets for identical assets or liabilities. • Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. The Company’s only material financial instruments carried at fair value as of March 31, 2019, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations, as follows (in thousands): Fair Value Measurement at Reporting Date Using Balance as of March 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent consideration – current $ 11,515 $ - $ - $ 11,515 Contingent consideration – long term 56,333 - - 56,333 Total liabilities measured at fair value $ 67,848 $ - $ - $ 67,848 There were no transfers made among the three levels in the fair value hierarchy during the three months ended March 31, 2019. The following table presents additional information about Level 3 liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Changes in Level 3 liabilities measured at fair value from February 18, 2019 to March 31, 2019 (in thousands): Contingent consideration - February 18, 2019 $ 2,031 Fair value of contingent consideration – Bonfire 325 Fair value of contingent consideration – CityBase 48,410 Fair value of contingent consideration – eCivis 5,859 Fair value of contingent consideration - Questica 9,311 Fair value of contingent consideration – Sherpa 1,898 Change due to fluctuation in foreign currency 14 Contingent consideration - March 31, 2019 $ 67,848 There was no a material change in fair value of contingent consideration from the Acquired Companies acquisitions through March 31, 2019. The fair value of the Company’s contingent consideration liabilities recorded as part of the acquisitions has been classified within Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments due to the sellers based on each company’s achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The initial fair values of the contingent consideration was calculated through the use of either Monte Carlo simulation or modified Black-Scholes analyses based on earnings projections for the respective earn-out periods, corresponding earnings thresholds, and approximate timing of payments as outlined in the purchase agreements. The analyses utilized the following assumptions: (i) expected term; (ii) risk-adjusted net sales or earnings; (iii) risk-free interest rate; and (iv) expected volatility of earnings. Estimated payments, as determined through the respective models, were further discounted by a credit spread assumption to account for credit risk. The contingent consideration is revalued to fair value each period, and any increase or decrease is recorded in operating income (loss). The fair value of the contingent consideration may be impacted by certain unobservable inputs, most significantly with regard to discount rates, expected volatility and historical and projected performance. Significant changes to these inputs in isolation could result in a significantly different fair value measurement. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term nature of these instruments. The Company measures certain assets at fair value on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and other intangible assets. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Stockholders' Equity, Policy [Policy Text Block] | Temporary Equity The Class C exchangeable shares in the capital stock of Questica Exchangeco is convertible into the Company’s common stock and/or redeemable at any time at the option of the holder or the Company in the events not controlled by the Company. The Company has classified the Class C exchangeable shares in the capital stock of Questica Exchangeco as temporary equity in accordance with ASC 480 - "Distinguishing Liabilities from Equity." |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions The assets, liabilities and results of operations of certain consolidated entities are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these entities with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the condensed consolidated balance sheet date and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these entities’ condensed consolidated financial statements are reported in accumulated other comprehensive loss in the condensed consolidated balance sheets and total other comprehensive loss on the condensed consolidated statements of operations. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company adopted the Financial Accounting Standards Board (“FASB”) new revenue recognition framework, ASC 606, Revenue from Contracts with Customers (“ASC 606”), on January 1, 2017 using the full retrospective approach. The adoption of this standard did not have a material impact on prior revenue recognition or on opening equity, as the timing and measurement of revenue recognition for the Company is materially the same under ASC 606 as it was under the prior relevant guidance. With the adoption of Topic 606, revenues are recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenues recognized will not occur. The Company determines the amount of revenues to be recognized through application of the following steps: • Identification of the contract, or contracts with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenues when or as the Company satisfies the performance obligations. For contracts where the period between when the Company transfers a promised service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The Company has made a policy election to exclude from the measurement of the transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the Company from a customer. Such taxes may include but are not limited to sales, use, value added and certain excise taxes. |
Disaggregation Of Revenue [Policy Text Block] | Disaggregation of Revenues (Amounts in thousands) Successor Predecessor February 19, 2019 through March 31, 2019 January 1, 2019 through February 18, 2019 January 1, 2018 through March 31, 2018 Subscription, support and maintenance $ 2,018 $ 3,253 $ 4,376 Professional services 721 1,269 1,783 License 295 383 526 Asset sales - 23 105 Total revenues $ 3,034 $ 4,928 $ 6,790 Revenues Subscription, support and maintenance Our contracts may include variable consideration in the form of usage fees, which are constrained and included in the transaction price in the period in which the usage occurs and the fee is known. Subscription, support and maintenance revenues also includes kiosk rentals and on-premise support or maintenance pertaining to license sales. Revenues from kiosk rentals and on-premise support are recognized on a straight-line basis over the support period. Revenue from subscription, support and maintenance comprised approximately 66% of total revenues for the 2019 Successor Period. Professional services License . Asset sales. |
Revenue from Contract with Customer [Policy Text Block] | Contract Liabilities Contract liabilities primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for subscription services to the Company’s SaaS offerings and related implementation and training. The Company recognizes contract liabilities as revenues when the services are performed and the corresponding revenue recognition criteria are met. The Company receives payments both upfront and over time as services are performed. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Contract liabilities are reduced as services are provided and the revenue recognition criteria are met. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in current liabilities as contract liabilities, and the remaining portion is recorded in long-term liabilities as contract liabilities, non-current. Revenues of approximately $1.7 million, $2.2 million and $3.9 million were recognized for the Successor Period, the 2019 Predecessor Period, and three months ended March 31, 2018, respectively, that was included in the contract liabilities balances at the beginning of the respective periods. |
Cost of Sales, Policy [Policy Text Block] | Cost of revenues Cost of revenues primarily consists of salaries and benefits of personnel relating to our hosting operations and support, implementation, and grants research. Cost of revenues includes data center costs including depreciation of the Company’s data center assets, third-party licensing costs, consulting fees, and the amortization of acquired technology from recent acquisitions. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Following are the assumptions used for the stock option grant on February 19, 2019: Exercise price $ 1.82 Expected term (years) 5.1 Expected stock price volatility 74 % Risk-free rate of interest 2 % In accordance with ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, . |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Diluted net income per common share is computed similar to basic net income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue Common Stock were exercised or converted into Common Stock. Due to the net loss for the Successor Period, diluted and basic loss per share are the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2019 are as follows: Warrants to purchase common stock 27,093,334 Options to purchase common stock 399,803 Total 27,493,137 |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred income taxes are provided for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards and credits using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company assesses the likelihood that deferred tax assets will be realized and recognizes a valuation allowance if it is more likely than not that some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. To date, the Company has provided a full valuation allowance against its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. Although the Company believes that its tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. No tax related impact was recorded in the financial statements as a result of the adoption of ASU No. 2016-09. The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. Through March 31, 2019, the Company has not identified any material uncertain tax positions for which liabilities would be required to be recorded. As a result of the Company’s Acquisition, a temporary difference between the book fair value and tax basis for the assets acquired of $39.9 million was created, resulting in a deferred tax liability and additional goodwill. |
Recently Issued Accounting Pronouncements [Policy Text Block] | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. 3.6 3.8 Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company has not determined the impact of this guidance on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | Fair Value Measurement at Reporting Date Using Balance as of March 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Contingent consideration – current $ 11,515 $ - $ - $ 11,515 Contingent consideration – long term 56,333 - - 56,333 Total liabilities measured at fair value $ 67,848 $ - $ - $ 67,848 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Changes in Level 3 liabilities measured at fair value from February 18, 2019 to March 31, 2019 (in thousands): Contingent consideration - February 18, 2019 $ 2,031 Fair value of contingent consideration – Bonfire 325 Fair value of contingent consideration – CityBase 48,410 Fair value of contingent consideration – eCivis 5,859 Fair value of contingent consideration - Questica 9,311 Fair value of contingent consideration – Sherpa 1,898 Change due to fluctuation in foreign currency 14 Contingent consideration - March 31, 2019 $ 67,848 |
Disaggregation of Revenue [Table Text Block] | Successor Predecessor February 19, 2019 through March 31, 2019 January 1, 2019 through February 18, 2019 January 1, 2018 through March 31, 2018 Subscription, support and maintenance $ 2,018 $ 3,253 $ 4,376 Professional services 721 1,269 1,783 License 295 383 526 Asset sales - 23 105 Total revenues $ 3,034 $ 4,928 $ 6,790 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Following are the assumptions used for the stock option grant on February 19, 2019: Exercise price $ 1.82 Expected term (years) 5.1 Expected stock price volatility 74 % Risk-free rate of interest 2 % |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2019 are as follows: Warrants to purchase common stock 27,093,334 Options to purchase common stock 399,803 Total 27,493,137 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Consideration Paid and Issued [Table Text Block] | The following is a summary of consideration paid and issued to each Acquired Company (in thousands): Cash Consideration Stock Consideration Contingent Consideration Total Adjusted Net Assets Goodwill Intangibles Deferred Tax Liability Bonfire $ 51,068 $ 50,078 (1) $ 325 $ 101,471 $ 3,639 $ 81,964 $ 22,668 $ 6,800 CityBase 64,261 41,560 48,410 154,231 782 119,741 48,155 14,447 eCivis 17,592 31,256 5,859 54,707 (1,788 ) 47,397 12,997 3,899 OpenCounter 10,958 17,455 - 28,413 (1,441 ) 22,524 10,471 3,141 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,479 33,821 10,147 Sherpa 5,105 1,000 1,898 8,003 1,066 3,497 4,914 1,474 Total $ 193,478 $ 172,349 $ 65,803 $ 431,630 $ 5,910 $ 332,602 $ 133,026 $ 39,908 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table represents the preliminary allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values. Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Cash $ 4,641 $ 2,191 $ 136 $ 107 $ 6,763 $ 632 $ 14,470 Accounts receivable, net 323 1,018 720 46 1,257 587 3,951 Prepaid expense and other current assets 607 170 340 - 77 33 1,227 Fixed assets 118 500 56 29 182 2 887 Loan receivable - related party - 175 - - - - 175 Right of use assets 1,315 - 901 - 296 - 2,512 Other assets 369 783 30 - 1,061 - 2,243 Intangible assets 22,668 48,155 12,997 10,471 33,821 4,914 133,026 Goodwill 81,964 119,741 47,397 22,524 57,479 3,497 332,602 Accounts payable and accrued expenses (1,084 ) (1,191 ) (582 ) (124 ) (911 ) (188 ) (4,080 ) Contract liabilities (1,221 ) (816 ) (1,635 ) (484 ) (2,774 ) - (6,930 ) Lease liability - short term (366 ) - - - (296 ) - (662 ) Deferred tax liability (6,800 ) (14,447 ) (3,899 ) (3,141 ) (10,147 ) (1,474 ) (39,908 ) Other current liabilities - - (3 ) (491 ) (767 ) - (1,261 ) Finance lease obligations - current portion - (139 ) - - - - (139 ) Contract and other long-term liabilities (60 ) (1,646 ) (56 ) - - - (1,762 ) Finance lease obligation, less current portion - (262 ) - - - - (262 ) Long term debt - - - (525 ) - - (525 ) Lease liability - long term (1,002 ) - (901 ) - - - (1,903 ) Contingent consideration - pre-existing - - (794 ) - (1,237 ) - (2,031 ) Total consideration $ 101,472 $ 154,232 $ 54,707 $ 28,412 $ 84,804 $ 8,003 $ 431,630 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma financial information presents results of operations as if the acquisition of the Acquired Companies had occurred on January 1, 2018 (in thousands): (Unaudited Pro Forma) Successor Predecessor February 19, 2019 January 1, 2019 January 1, 2018 Total revenues $ 3,034 $ 4,928 $ 6,790 Net loss applicable to common stockholders (40,052 ) (1,713 ) (1,923 ) |
Intangible Assets (Successor) (
Intangible Assets (Successor) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company recognized goodwill and certain identifiable intangible assets in connection with business combinations. See Note 4. Identifiable intangible assets consist of the following as of March 31, 2019 for the Successor Period Economic From 02.19.2019 Life Gross to 03.31.2019 (Years) Bonfire CityBase eCivis OpenCounter Questica Sherpa Total Amortization Net Total Patents / Developed Technology 6 10 $ 10,197 $ 31,789 $ 3,637 $ 5,469 $ 6,090 $ 1,140 $ 58,322 $ 819 $ 57,503 Trade Names / Trademarks 1 13 3,491 8,038 2,573 1,217 1,880 306 17,505 200 17,305 Customer Relationships 10 8,723 7,840 6,641 3,678 25,721 3,396 55,999 629 55,370 Non-Compete Agreements 3 257 488 146 107 130 72 1,200 45 1,155 $ 22,668 $ 48,155 $ 12,997 $ 10,471 $ 33,821 $ 4,914 $ 133,026 $ 1,693 $ 131,333 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows (in thousands): Nine months ended December 31, 2019 $ 11,301 Year ended December 31, 2020 15,068 Year ended December 31, 2021 15,068 Year ended December 31, 2022 15,068 Year ended December 31, 2023 15,068 Year ended December 31, 2024 15,068 Thereafter 44,692 $ 131,333 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Total Intrinsic Value Outstanding as of February 18, 2019 - $ - - $ - Granted 408,667 1.82 8.5 - Forfeited/expired (8,864 ) 1.16 Outstanding as of March 31, 2019 399,803 $ 1.83 8.7 $ 2,784,811 Options vested and exercisable 20,053 $ 1.60 8.5 $ 114,356 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule Of Quantitative Information Related To Operating Leases [Table Text Block] | The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 104 $ 156 $ 77 $ 34 $ 371 Variable lease cost - - - - - Operating lease expense 104 156 77 34 371 Short-term lease rent expense - - - - - Total rent expense $ 104 $ 156 $ 77 $ 34 $ 371 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 103 $ 161 $ 77 $ 33 $ 374 Right-of-use assets exchanged for operating lease liabilities $ 1,271 $ 1,541 $ 920 $ 310 $ 4,042 Weighted-average remaining lease term – operating leases 3.3 2.5 3.2 3.1 2.9 Weighted-average discount rate – operating leases 10.0 % 10.0 % 8.0 % 4.8 % 9.2 % |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of March 31, 2019, future minimum lease payments under non-cancellable operating are as follows (in thousands): Bonfire CityBase eCivis Questica Total Nine months ended December 31, 2019 $ 311 $ 489 $ 232 $ 101 $ 1,133 Year Ended December 31, 2020 430 661 309 75 1,475 Year Ended December 31, 2021 445 458 309 56 1,268 Year Ended December 31, 2022 229 - 128 58 415 Year Ended December 31, 2023 - - - 14 14 Total 1,415 1,608 978 304 4,305 Less present value discount (215 ) (191 ) (117 ) (27 ) (550 ) Operating lease liabilities $ 1,200 $ 1,417 $ 861 $ 277 $ 3,755 |
Temporary Equity (Tables)
Temporary Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Text Block [Abstract] | |
Temporary Equity [Table Text Block] | The following table summarizes the Company’s Class C exchangeable shares in the capital stock of Questica Exchangeco (Class C”) for the successor period (dollars in thousands): Class C Shares Amount Total Class C classified as temporary equity as of January 1, 2019 - $ - Issuance of Class C Shares for the acquisition of Questica 500,000 5,000 Total temporary equity as of March 31, 2019 500,000 $ 5,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following provides operating information about the Company’s reportable segments for the periods presented (in thousands): GTY Bonfire CityBase eCivis OpenCounter Questica Sherpa Eliminations Total Successor February 19, 2019 through March 31, 2019 Total revenues $ - $ 426 $ 936 $ 408 $ 127 $ 869 $ 268 $ - $ 3,034 Cost of revenues - 107 893 206 36 263 71 - 1,576 Loss from operations (18,240 ) (2,413 ) (3,908 ) (1,134 ) (242 ) (11,366 ) (3,164 ) - (40,468 ) Predecessor January 1, 2019 through February 18, 2019 Total revenues $ - $ 593 $ 820 $ 673 $ 298 $ 1,913 $ 631 $ - $ 4,928 Cost of revenues - 124 746 267 51 296 130 - 1,614 Loss from operations - (741 ) (1,499 ) (265 ) 46 550 354 - (1,555 ) Predecessor January 1, 2018 through March 31, 2018 Total revenues $ - $ 659 $ 1,245 $ 1,135 $ 391 $ 2,593 $ 767 $ - $ 6,790 Cost of revenues - 148 902 387 124 465 73 - 2,099 Loss from operations - (787 ) (1,773 ) (237 ) (76 ) 561 506 - (1,806 ) Successor As of March 31, 2019 Goodwill $ - $ 81,964 $ 119,741 $ 47,397 $ 22,524 $ 57,479 $ 3,497 $ - $ 332,602 Assets 23,050 110,477 170,863 61,202 32,244 102,119 6,629 (5,920 ) 500,664 Predecessor As of December 31, 2018 Goodwill $ - $ - $ 123 $ 585 $ - $ 1,810 $ - $ - $ 2,518 Assets - 6,329 7,215 2,621 316 11,710 1,377 - 29,568 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Going Concern and Liquidity [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (35,053) | $ (35,053) |
Net Income (Loss) Attributable to Parent | (40,052) | $ (40,052) |
Net Cash Provided by (Used in) Operating Activities | $ (25,271) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Mar. 31, 2019USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 67,848 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 67,848 |
Contingent Consideration Current [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 11,515 |
Contingent Consideration Current [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Contingent Consideration Current [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Contingent Consideration Current [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 11,515 |
Contingent Consideration long term [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 56,333 |
Contingent Consideration long term [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Contingent Consideration long term [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 0 |
Contingent Consideration long term [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 56,333 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | $ 14 | |
Fair Value Adjustments Of Contingent Consideration | 67,848 | $ 2,031 |
Bonfire [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | 325 | |
CityBase [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | 48,410 | |
eCivis [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | 5,859 | |
Questica [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | 9,311 | |
Sherpa [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | $ 1,898 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 3,034 | $ 3,900 | ||
Predecessor [Member] | ||||
Revenues | $ 4,928 | $ 2,200 | 6,790 | |
Subscription and Circulation [Member] | ||||
Revenues | 2,018 | |||
Subscription and Circulation [Member] | Predecessor [Member] | ||||
Revenues | 3,253 | 4,376 | ||
Professional Services [Member] | ||||
Revenues | 721 | |||
Professional Services [Member] | Predecessor [Member] | ||||
Revenues | 1,269 | 1,783 | ||
License [Member] | ||||
Revenues | 295 | |||
License [Member] | Predecessor [Member] | ||||
Revenues | 383 | 526 | ||
Asset Sales [Member] | ||||
Revenues | $ 0 | |||
Asset Sales [Member] | Predecessor [Member] | ||||
Revenues | $ 23 | $ 105 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | Feb. 19, 2019$ / shares |
Accounting Policies [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 1.82 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 1 month 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 74.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) | 3 Months Ended |
Mar. 31, 2019shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,493,137 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,093,334 |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 399,803 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 01, 2019 | |
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||
Operating Lease, Right-of-Use Asset | 3,574,000 | 3,574,000 | ||||
Operating Lease, Liability | 3,755,000 | 3,755,000 | ||||
Contract with Customer, Liability, Revenue Recognized | $ 0 | $ 0 | ||||
Depreciation | 79,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Allowance for Doubtful Accounts Receivable, Current | 0 | |||||
Deferred Tax Liabilities, Net | 39,900,000 | $ 39,900,000 | ||||
Revenues | 3,034,000 | $ 3,900,000 | ||||
Successor [Member] | ||||||
Concentration Risk, Percentage | 66.00% | |||||
Revenues | 3,034,000 | $ 1,700,000 | ||||
Predecessor [Member] | ||||||
Operating Lease, Right-of-Use Asset | $ 0 | |||||
Depreciation | $ 177,000 | 205,000 | ||||
Revenues | 4,928,000 | $ 2,200,000 | 6,790,000 | |||
Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 15 years | |||||
Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Professional Services [Member] | ||||||
Revenues | 721,000 | |||||
Professional Services [Member] | Predecessor [Member] | ||||||
Revenues | 1,269,000 | 1,783,000 | ||||
License [Member] | ||||||
Revenues | $ 295,000 | |||||
License [Member] | Predecessor [Member] | ||||||
Revenues | $ 383,000 | $ 526,000 | ||||
Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 90.00% | |||||
Sales Revenue, Net [Member] | Professional Services [Member] | ||||||
Concentration Risk, Percentage | 24.00% | |||||
Sales Revenue, Net [Member] | License [Member] | ||||||
Concentration Risk, Percentage | 10.00% | |||||
Accounts Receivable [Member] | UNITED STATES | ||||||
Concentration Risk, Percentage | 0.00% | 0.00% | ||||
Accounts Receivable [Member] | CANADA | ||||||
Concentration Risk, Percentage | 0.00% | 0.00% | ||||
Accounting Standards Update 2016-02 [Member] | ||||||
Operating Lease, Right-of-Use Asset | $ 3,600,000 | |||||
Operating Lease, Liability | 3,800,000 | |||||
Deferred Rent Credit | $ 0 |
Business Combination (Details)
Business Combination (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($) | ||
Business Acquisition [Line Items] | ||
Cash Consideration | $ 193,478 | |
Stock Consideration | 172,349 | |
Contingent Consideration | 65,803 | |
Total | 431,630 | |
Adjusted Net Assets | 5,910 | |
Goodwill | 332,602 | |
Intangibles | 133,026 | |
Deferred Tax Liability | 39,908 | |
Bonfire [Member] | ||
Business Acquisition [Line Items] | ||
Cash Consideration | 51,068 | |
Stock Consideration | 50,078 | [1] |
Contingent Consideration | 325 | |
Total | 101,471 | |
Adjusted Net Assets | 3,639 | |
Goodwill | 81,964 | |
Intangibles | 22,668 | |
Deferred Tax Liability | 6,800 | |
CityBase holders [Member] | ||
Business Acquisition [Line Items] | ||
Cash Consideration | 64,261 | |
Stock Consideration | 41,560 | |
Contingent Consideration | 48,410 | |
Total | 154,231 | |
Adjusted Net Assets | 782 | |
Goodwill | 119,741 | |
Intangibles | 48,155 | |
Deferred Tax Liability | 14,447 | |
eCivis [Member] | ||
Business Acquisition [Line Items] | ||
Cash Consideration | 17,592 | |
Stock Consideration | 31,256 | |
Contingent Consideration | 5,859 | |
Total | 54,707 | |
Adjusted Net Assets | (1,788) | |
Goodwill | 47,397 | |
Intangibles | 12,997 | |
Deferred Tax Liability | 3,899 | |
Open Counter [Member] | ||
Business Acquisition [Line Items] | ||
Cash Consideration | 10,958 | |
Stock Consideration | 17,455 | |
Contingent Consideration | 0 | |
Total | 28,413 | |
Adjusted Net Assets | (1,441) | |
Goodwill | 22,524 | |
Intangibles | 10,471 | |
Deferred Tax Liability | 3,141 | |
Questica [Member] | ||
Business Acquisition [Line Items] | ||
Cash Consideration | 44,494 | |
Stock Consideration | 31,000 | [2] |
Contingent Consideration | 9,311 | |
Total | 84,805 | |
Adjusted Net Assets | 3,652 | |
Goodwill | 57,479 | |
Intangibles | 33,821 | |
Deferred Tax Liability | 10,147 | |
Sherpa [Member] | ||
Business Acquisition [Line Items] | ||
Cash Consideration | 5,105 | |
Stock Consideration | 1,000 | |
Contingent Consideration | 1,898 | |
Total | 8,003 | |
Adjusted Net Assets | 1,066 | |
Goodwill | 3,497 | |
Intangibles | 4,914 | |
Deferred Tax Liability | $ 1,474 | |
[1] | Includes $21.6 million of convertible stock consideration | |
[2] | Includes $31.0 million of convertible stock consideratio |
Business Combination (Details 1
Business Combination (Details 1) $ in Thousands | Mar. 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 14,470 |
Accounts receivable, net | 3,951 |
Prepaid expense and other current assets | 1,227 |
Fixed assets | 887 |
Loan receivable - related party | 175 |
Right of use assets | 2,512 |
Other assets | 2,243 |
Intangible assets | 133,026 |
Goodwill | 332,602 |
Accounts payable and accrued expenses | (4,080) |
Contract liabilities | (6,930) |
Lease liability - short term | (662) |
Deferred tax liability | (39,908) |
Other current liabilities | (1,261) |
Finance lease obligations - current portion | (139) |
Contract and other long-term liabilities | (1,762) |
Finance lease obligation, less current portion | (262) |
Long term debt | (525) |
Lease liability - long term | (1,903) |
Contingent consideration - pre-existing | (2,031) |
Total consideration | 431,630 |
Bonfire [Member] | |
Business Acquisition [Line Items] | |
Cash | 4,641 |
Accounts receivable, net | 323 |
Prepaid expense and other current assets | 607 |
Fixed assets | 118 |
Loan receivable - related party | 0 |
Right of use assets | 1,315 |
Other assets | 369 |
Intangible assets | 22,668 |
Goodwill | 81,964 |
Accounts payable and accrued expenses | (1,084) |
Contract liabilities | (1,221) |
Lease liability - short term | (366) |
Deferred tax liability | (6,800) |
Other current liabilities | 0 |
Finance lease obligations - current portion | 0 |
Contract and other long-term liabilities | (60) |
Finance lease obligation, less current portion | 0 |
Long term debt | 0 |
Lease liability - long term | (1,002) |
Contingent consideration - pre-existing | 0 |
Total consideration | 101,472 |
CityBase holders [Member] | |
Business Acquisition [Line Items] | |
Cash | 2,191 |
Accounts receivable, net | 1,018 |
Prepaid expense and other current assets | 170 |
Fixed assets | 500 |
Loan receivable - related party | 175 |
Right of use assets | 0 |
Other assets | 783 |
Intangible assets | 48,155 |
Goodwill | 119,741 |
Accounts payable and accrued expenses | (1,191) |
Contract liabilities | (816) |
Lease liability - short term | 0 |
Deferred tax liability | (14,447) |
Other current liabilities | 0 |
Finance lease obligations - current portion | (139) |
Contract and other long-term liabilities | (1,646) |
Finance lease obligation, less current portion | (262) |
Long term debt | 0 |
Lease liability - long term | 0 |
Contingent consideration - pre-existing | 0 |
Total consideration | 154,232 |
eCivis [Member] | |
Business Acquisition [Line Items] | |
Cash | 136 |
Accounts receivable, net | 720 |
Prepaid expense and other current assets | 340 |
Fixed assets | 56 |
Loan receivable - related party | 0 |
Right of use assets | 901 |
Other assets | 30 |
Intangible assets | 12,997 |
Goodwill | 47,397 |
Accounts payable and accrued expenses | (582) |
Contract liabilities | (1,635) |
Lease liability - short term | 0 |
Deferred tax liability | (3,899) |
Other current liabilities | (3) |
Finance lease obligations - current portion | 0 |
Contract and other long-term liabilities | (56) |
Finance lease obligation, less current portion | 0 |
Long term debt | 0 |
Lease liability - long term | (901) |
Contingent consideration - pre-existing | (794) |
Total consideration | 54,707 |
Open Counter [Member] | |
Business Acquisition [Line Items] | |
Cash | 107 |
Accounts receivable, net | 46 |
Prepaid expense and other current assets | 0 |
Fixed assets | 29 |
Loan receivable - related party | 0 |
Right of use assets | 0 |
Other assets | 0 |
Intangible assets | 10,471 |
Goodwill | 22,524 |
Accounts payable and accrued expenses | (124) |
Contract liabilities | (484) |
Lease liability - short term | 0 |
Deferred tax liability | (3,141) |
Other current liabilities | (491) |
Finance lease obligations - current portion | 0 |
Contract and other long-term liabilities | 0 |
Finance lease obligation, less current portion | 0 |
Long term debt | (525) |
Lease liability - long term | 0 |
Contingent consideration - pre-existing | 0 |
Total consideration | 28,412 |
Questica [Member] | |
Business Acquisition [Line Items] | |
Cash | 6,763 |
Accounts receivable, net | 1,257 |
Prepaid expense and other current assets | 77 |
Fixed assets | 182 |
Loan receivable - related party | 0 |
Right of use assets | 296 |
Other assets | 1,061 |
Intangible assets | 33,821 |
Goodwill | 57,479 |
Accounts payable and accrued expenses | (911) |
Contract liabilities | (2,774) |
Lease liability - short term | (296) |
Deferred tax liability | (10,147) |
Other current liabilities | (767) |
Finance lease obligations - current portion | 0 |
Contract and other long-term liabilities | 0 |
Finance lease obligation, less current portion | 0 |
Long term debt | 0 |
Lease liability - long term | 0 |
Contingent consideration - pre-existing | (1,237) |
Total consideration | 84,804 |
Sherpa [Member] | |
Business Acquisition [Line Items] | |
Cash | 632 |
Accounts receivable, net | 587 |
Prepaid expense and other current assets | 33 |
Fixed assets | 2 |
Loan receivable - related party | 0 |
Right of use assets | 0 |
Other assets | 0 |
Intangible assets | 4,914 |
Goodwill | 3,497 |
Accounts payable and accrued expenses | (188) |
Contract liabilities | 0 |
Lease liability - short term | 0 |
Deferred tax liability | (1,474) |
Other current liabilities | 0 |
Finance lease obligations - current portion | 0 |
Contract and other long-term liabilities | 0 |
Finance lease obligation, less current portion | 0 |
Long term debt | 0 |
Lease liability - long term | 0 |
Contingent consideration - pre-existing | 0 |
Total consideration | $ 8,003 |
Business Combination (Details 2
Business Combination (Details 2) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combinations [Abstract] | |||
Total revenue | $ 3,034 | $ 4,928 | $ 6,790 |
Net loss applicable to common stockholders | $ (40,052) | $ (1,713) | $ (1,923) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) | Feb. 19, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Feb. 12, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 193,478,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 172,349,000 | ||||
Business Acquisition, Share Price | $ 10 | $ 10 | $ 10 | $ 10 | |
Share Price | $ 12 | ||||
Escrow Deposit | $ 3,100,000 | ||||
Common Stock Held in Escrow | 242,200 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,218,937 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 408,667 | 408,667 | |||
Temporary Equity, Redemption Price Per Share | $ 10 | ||||
Temporary Equity Number Of Shares Redeemed | 0 | 0 | 0 | ||
Business Combination, Acquisition Related Costs | $ 35,029,000 | ||||
GTY Cayman [Member] | |||||
Business Acquisition [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 380,937 | ||||
Transfer Restriction [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,008,283 | ||||
Bonfire Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | 48,000,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,156,014 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Common Stock Held in Escrow | 690,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 408,667 | ||||
Bonfire Acquisition [Member] | Transfer Restriction [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition Shares Exchange | 2,093,612 | ||||
CityBase [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 3,155,961 | ||||
Ecivis Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | 14,000,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,883,433 | ||||
Share Price | $ 12 | ||||
Escrow Deposit | $ 3,600,000 | ||||
Temporary Equity, Redemption Price Per Share | $ 10 | ||||
Temporary Equity Number Of Shares Redeemed | 703,631 | ||||
Open Counter Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 9,700,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,580,990 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Share Price | $ 12 | ||||
Escrow Deposit | $ 1,300,000 | ||||
Common Stock Held in Escrow | 164,554 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | ||||
Temporary Equity Number Of Shares Redeemed | 100,000 | ||||
Questica Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 44,400,000 | ||||
Share Price | $ 12 | ||||
Escrow Deposit | $ 100,000 | ||||
Common Stock Held in Escrow | 800,000 | ||||
Dividends Payable, Amount Per Share | $ 10 | ||||
Questica Acquisition [Member] | Before Sixty Days [Member] | |||||
Business Acquisition [Line Items] | |||||
Temporary Equity Number Of Shares Redeemed | 5,000,000 | ||||
Dividend Rate | 5.00% | ||||
Questica Acquisition [Member] | After Sixty Days [Member] | |||||
Business Acquisition [Line Items] | |||||
Temporary Equity Number Of Shares Redeemed | 5,000,000 | ||||
Dividend Rate | 10.00% | ||||
Sherpa Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 4,200,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 100,000 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Escrow Deposit | $ 900,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||||
Sherpa Acquisition [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Sherpa Acquisition [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
City Base Holders Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 62,200,000 | ||||
Business Acquisition, Share Price | $ 10 | ||||
Escrow Deposit | $ 2,100,000 | ||||
Common Stock Held in Escrow | 1,000,000 | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | ||||
City Base Holders Acquisition [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
City Base Holders Acquisition [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||
City Base Holders Acquisition [Member] | GTY Cayman [Member] | |||||
Business Acquisition [Line Items] | |||||
Sale of Stock, Consideration Received on Transaction | $ 3,800,000 | ||||
Exchangeable Shares [Member] | Bonfire Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition Shares Exchange | 2,161,741 | ||||
Class A Exchangeable Shares [Member] | Questica Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition Shares Exchange | 2,600,000 | ||||
Class B Exchangeable Shares [Member] | Questica Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition Shares Exchange | 1,000,000 | ||||
Class C Exchangeable Shares [Member] | Questica Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition Shares Exchange | 500,000 |
Intangible Assets (Successor)_2
Intangible Assets (Successor) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Finite-Lived Intangible Assets, Gross | $ 133,026 | $ 133,026 |
Amortization of Intangible Assets | 1,693 | |
Finite-Lived Intangible Assets, Net | 131,333 | 131,333 |
Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 1,693 | |
Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 58,322 | 58,322 |
Finite-Lived Intangible Assets, Net | 57,503 | $ 57,503 |
Patents And Development Technology [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 819 | |
Patents And Development Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Patents And Development Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 6 years | |
Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 17,505 | $ 17,505 |
Finite-Lived Intangible Assets, Net | 17,305 | $ 17,305 |
Trade Names And Trade Marks [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 200 | |
Trade Names And Trade Marks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 13 years | |
Trade Names And Trade Marks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Finite-Lived Intangible Assets, Gross | 55,999 | $ 55,999 |
Finite-Lived Intangible Assets, Net | 55,370 | $ 55,370 |
Customer Relationships [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 629 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Finite-Lived Intangible Assets, Gross | 1,200 | $ 1,200 |
Finite-Lived Intangible Assets, Net | 1,155 | 1,155 |
Noncompete Agreements [Member] | Successor [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 45 | |
Bonfire [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 22,668 | 22,668 |
Bonfire [Member] | Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 10,197 | 10,197 |
Bonfire [Member] | Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,491 | 3,491 |
Bonfire [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 8,723 | 8,723 |
Bonfire [Member] | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 257 | 257 |
CityBase [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 48,155 | 48,155 |
CityBase [Member] | Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 31,789 | 31,789 |
CityBase [Member] | Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 8,038 | 8,038 |
CityBase [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 7,840 | 7,840 |
CityBase [Member] | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 488 | 488 |
eCivis [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 12,997 | 12,997 |
eCivis [Member] | Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,637 | 3,637 |
eCivis [Member] | Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,573 | 2,573 |
eCivis [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 6,641 | 6,641 |
eCivis [Member] | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 146 | 146 |
Open Counter [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 10,471 | 10,471 |
Open Counter [Member] | Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 5,469 | 5,469 |
Open Counter [Member] | Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,217 | 1,217 |
Open Counter [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,678 | 3,678 |
Open Counter [Member] | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 107 | 107 |
Questica [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 33,821 | 33,821 |
Questica [Member] | Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 6,090 | 6,090 |
Questica [Member] | Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,880 | 1,880 |
Questica [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 25,721 | 25,721 |
Questica [Member] | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 130 | 130 |
Sherpa [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 4,914 | 4,914 |
Sherpa [Member] | Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,140 | 1,140 |
Sherpa [Member] | Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 306 | 306 |
Sherpa [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,396 | 3,396 |
Sherpa [Member] | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 72 | $ 72 |
Intangible Assets (Successor)_3
Intangible Assets (Successor) (Details 1) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Nine months ended December 31, 2019 | $ 11,301 |
Year ended December 31, 2020 | 15,068 |
Year ended December 31, 2021 | 15,068 |
Year ended December 31, 2022 | 15,068 |
Year ended December 31, 2023 | 15,068 |
Year ended December 31, 2024 | 15,068 |
Thereafter | 44,692 |
Total | $ 131,333 |
Intangible Assets (Successor)_4
Intangible Assets (Successor) (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2019 | Feb. 28, 2018 | Feb. 18, 2019 | Mar. 31, 2018 | |
Amortization of Intangible Assets | $ 1,693 | |||
Predecessor [Member] | ||||
Amortization of Intangible Assets | $ 30 | $ 32 | $ 50 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Feb. 13, 2019 | Aug. 08, 2018 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | |||
Compensation Terms For Broker Dealer | an amount in cash equal to the difference between the redemption price and $9.90. | ||
Cash Compensation Paid | $ 250,000 | ||
Repayments of Convertible Debt | $ 1,000,000 | ||
Payments For Loss On Sale Of Shares | $ 4,000,000 | ||
Loss On Conversion Of Shares | $ 3,000,000 | ||
Debt Instrument, Convertible, Terms of Conversion Feature | the option to convert any amounts outstanding under the Convertible Note, up to $1 million in the aggregate, into warrants at a conversion price of $1.50 per warrant | ||
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 1,000,000 | ||
Convertible Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 400,000 | ||
Debt Instrument, Face Amount | $ 1,000,000 | ||
Common Class A [Member] | |||
Related Party Transaction [Line Items] | |||
Common Stock Shares Subject To Lock Up | 500,000 | ||
Redemption Price Per Share | $ 10.29 | ||
Common Stock Shares Issued To Broker | 1,000,000 | ||
Shares Issued, Price Per Share | $ 9.90 | ||
Common Stock Shares Reimbursed Under Obligation | 1,942,953 | ||
Common Stock shares Not Redeemed | 1,500,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2019 | Feb. 17, 2019 | Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares, Outstanding as of February 18, 2019 | 0 | ||
Number of Shares, Granted | 408,667 | 408,667 | |
Number of Shares, Forfeited/expired | (8,864) | ||
Number of Shares, Outstanding as of March 31, 2019 | 399,803 | 399,803 | |
Number of Shares, Options vested and exercisable | 20,053 | 20,053 | |
Weighted Average Exercise Price, Outstanding as of February 18, 2019 | $ 0 | ||
Weighted Average Exercise Price, Granted | 1.82 | ||
Weighted Average Exercise Price, Forfeited/expired | 1.16 | ||
Weighted Average Exercise Price, Outstanding as of March 31, 2019 | 1.83 | $ 1.83 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 1.60 | $ 1.60 | |
Weighted Average Remaining Contractual Life (in years) | 8 years 8 months 12 days | 0 years | |
Weighted Average Remaining Contractual Life (in years), Granted | 8 years 6 months | ||
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 8 years 6 months | ||
Total Intrinsic Value, Outstanding as of February 18, 2019 | $ 0 | ||
Total Intrinsic Value, Granted | $ 0 | ||
Total Intrinsic Value, Outstanding as of March 31, 2019 | $ 2,784,811 | $ 2,784,811 | |
Total Intrinsic Value, Options vested and exercisable | $ 114,356 | $ 114,356 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details Textual) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 408,667 | 408,667 | |
Allocated Share-based Compensation Expense | $ 551,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 3,000,000 | $ 3,000,000 | 3,000,000 |
Share based Compensation Arrangement by Sharebased Payment Award Options Grants in Period Fair Value | $ 3,600,000 | ||
Successor [Member] | |||
Allocated Share-based Compensation Expense | $ 0.6 |
Temporary Equity (Details)
Temporary Equity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Total temporary equity as of March 31, 2019 | $ 5,000 |
Common Class C [Member] | |
Total Class C classified as temporary equity as of January 1, 2019 | 0 |
Issuance of Class C Shares for the acquisition of Questica | 5,000 |
Total temporary equity as of March 31, 2019 | $ 5,000 |
Total Class C classified as temporary equity as of January 1, 2019 (in shares) | shares | 0 |
Issuance of Class C Shares for the acquisition of Questica (in shares) | shares | 500,000 |
Total temporary equity as of March 31, 2019 (in shares) | shares | 500,000 |
Leases (Details)
Leases (Details) $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Operating leases | ||
Operating lease cost | $ 371 | |
Variable lease cost | 0 | |
Operating lease expense | $ 400 | 371 |
Short-term lease rent expense | 0 | |
Total rent expense | 371 | |
Operating cash flows from operating leases | 374 | |
Right-of-use assets exchanged for operating lease liabilities | $ 4,042 | |
Weighted-average remaining lease term – operating leases | 2 years 10 months 24 days | 2 years 10 months 24 days |
Weighted-average discount rate – operating leases | 9.20% | 9.20% |
Bonfire [Member] | ||
Operating leases | ||
Operating lease cost | $ 104 | |
Variable lease cost | 0 | |
Operating lease expense | 104 | |
Short-term lease rent expense | 0 | |
Total rent expense | 104 | |
Operating cash flows from operating leases | 103 | |
Right-of-use assets exchanged for operating lease liabilities | $ 1,271 | |
Weighted-average remaining lease term – operating leases | 3 years 3 months 18 days | 3 years 3 months 18 days |
Weighted-average discount rate – operating leases | 10.00% | 10.00% |
CityBase [Member] | ||
Operating leases | ||
Operating lease cost | $ 156 | |
Variable lease cost | 0 | |
Operating lease expense | 156 | |
Short-term lease rent expense | 0 | |
Total rent expense | 156 | |
Operating cash flows from operating leases | 161 | |
Right-of-use assets exchanged for operating lease liabilities | $ 1,541 | |
Weighted-average remaining lease term – operating leases | 2 years 6 months | 2 years 6 months |
Weighted-average discount rate – operating leases | 10.00% | 10.00% |
eCivis [Member] | ||
Operating leases | ||
Operating lease cost | $ 77 | |
Variable lease cost | 0 | |
Operating lease expense | 77 | |
Short-term lease rent expense | 0 | |
Total rent expense | 77 | |
Operating cash flows from operating leases | 77 | |
Right-of-use assets exchanged for operating lease liabilities | $ 920 | |
Weighted-average remaining lease term – operating leases | 3 years 2 months 12 days | 3 years 2 months 12 days |
Weighted-average discount rate – operating leases | 8.00% | 8.00% |
Questica [Member] | ||
Operating leases | ||
Operating lease cost | $ 34 | |
Variable lease cost | 0 | |
Operating lease expense | 34 | |
Short-term lease rent expense | 0 | |
Total rent expense | 34 | |
Operating cash flows from operating leases | 33 | |
Right-of-use assets exchanged for operating lease liabilities | $ 310 | |
Weighted-average remaining lease term – operating leases | 3 years 1 month 6 days | 3 years 1 month 6 days |
Weighted-average discount rate – operating leases | 4.80% | 4.80% |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Mar. 31, 2019USD ($) |
Nine months ended December 31, 2019 | $ 1,133 |
Year Ended December 31, 2020 | 1,475 |
Year Ended December 31, 2021 | 1,268 |
Year Ended December 31, 2022 | 415 |
Year Ended December 31, 2023 | 14 |
Total | 4,305 |
Less present value discount | (550) |
Operating lease liabilities | 3,755 |
Bonfire [Member] | |
Nine months ended December 31, 2019 | 311 |
Year Ended December 31, 2020 | 430 |
Year Ended December 31, 2021 | 445 |
Year Ended December 31, 2022 | 229 |
Year Ended December 31, 2023 | 0 |
Total | 1,415 |
Less present value discount | (215) |
Operating lease liabilities | 1,200 |
CityBase [Member] | |
Nine months ended December 31, 2019 | 489 |
Year Ended December 31, 2020 | 661 |
Year Ended December 31, 2021 | 458 |
Year Ended December 31, 2022 | 0 |
Year Ended December 31, 2023 | 0 |
Total | 1,608 |
Less present value discount | (191) |
Operating lease liabilities | 1,417 |
eCivis [Member] | |
Nine months ended December 31, 2019 | 232 |
Year Ended December 31, 2020 | 309 |
Year Ended December 31, 2021 | 309 |
Year Ended December 31, 2022 | 128 |
Year Ended December 31, 2023 | 0 |
Total | 978 |
Less present value discount | (117) |
Operating lease liabilities | 861 |
Questica [Member] | |
Nine months ended December 31, 2019 | 101 |
Year Ended December 31, 2020 | 75 |
Year Ended December 31, 2021 | 56 |
Year Ended December 31, 2022 | 58 |
Year Ended December 31, 2023 | 14 |
Total | 304 |
Less present value discount | (27) |
Operating lease liabilities | $ 277 |
Leases (Details Textual)
Leases (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($) | |
Operating Lease, Liability | $ 3,755 | $ 3,755 |
Operating Lease, Right-of-Use Asset | 3,574 | 3,574 |
Operating Lease, Expense | $ 400 | $ 371 |
Shareholder's Equity (Details T
Shareholder's Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2019 | Feb. 19, 2019 | Feb. 12, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 48,420,495 | 48,420,495 | 48,420,495 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 48,420,495 | 48,420,495 | |||
Warrants and Rights Outstanding | $ 27,093,334 | $ 27,093,334 | |||
Temporary Equity Number Of Shares Redeemed | 0 | 0 | |||
Temporary Equity, Redemption Price Per Share | $ 10 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||
Warrants and Rights Redemption Price Per Share | 0.01 | ||||
Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Sale of Stock, Price Per Share | $ 18 | $ 18 | |||
Subscription Agreements [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock Shares Surrendered | 231,179 | ||||
GTY Merger [Member] | |||||
Class of Stock [Line Items] | |||||
Temporary Equity Number Of Shares Redeemed | 11,073,040 | 11,073,040 | |||
Temporary Equity, Redemption Price Per Share | $ 10.29 | $ 10.29 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0 | ||||
Private Placement [Member] | Subscription Agreements [Member] | |||||
Class of Stock [Line Items] | |||||
Sale Of Warrants | 500,000 | ||||
Warrants Issued Value | $ 250,000 | ||||
Warrants Issued Price | $ 0.50 | ||||
Warrants Stated Or Par Value Per Warrant | 1 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 0 | 0 | |||
Common Stock, Shares, Outstanding | 0 | 0 | 48,420,495 | ||
Temporary Equity Number Of Shares Redeemed | 20,289,478 | 20,289,478 | |||
Temporary Equity Value Of Number Of Shares Redeemed | $ 114,000,000 | $ 114,000,000 | |||
Temporary Equity Number of Shares Transferred to Permanent Equity | 9,216,438 | 9,216,438 | |||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ 88,900,000 | $ 88,900,000 | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 1,100,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 0 | ||||
Common Class A [Member] | Subscription Agreements [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 10 | ||||
Common Stock, Shares, Issued | 12,863,098 | ||||
Common Stock, Value, Subscriptions | $ 126,400,000 | ||||
Common Class A [Member] | Subscription Agreements [Member] | CityBase holders [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 10 | ||||
Common Stock, Shares, Issued | 380,937 | ||||
Common Stock, Value, Subscriptions | $ 3,800,000 | ||||
Common Class A [Member] | GTY Merger [Member] | |||||
Class of Stock [Line Items] | |||||
Number Of Shares Exchanged During Period | 22,978,520 | ||||
Common Class A [Member] | Questica Exchangeco [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 2.6 | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares, Outstanding | 0 | 0 | |||
Stock Issued During Period, Shares, Acquisitions | 0 | ||||
Common Class B [Member] | GTY Merger [Member] | |||||
Class of Stock [Line Items] | |||||
Number Of Shares Exchanged During Period | 13,568,821 | ||||
Number Of Shares Issued Upon Exchange | 36,547,341 | ||||
Common Class B [Member] | Questica Exchangeco [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | ||||
Series A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 11,973,154 | ||||
Redeemeble Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 3,937,907 | ||||
Common Class C [Member] | Questica Exchangeco [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 0.5 | ||||
Exchangeable Shares [Member] | Questica Exchangeco [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 2,161,741 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 3,034 | $ 3,900 | |||
Cost of revenues | 1,576 | ||||
Loss from operations | (40,468) | ||||
Goodwill | 332,602 | $ 332,602 | |||
Assets | 500,664 | 500,664 | |||
Successor [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 3,034 | 1,700 | |||
Cost of revenues | 1,576 | ||||
Loss from operations | (40,468) | ||||
Goodwill | 332,602 | 332,602 | |||
Assets | 500,664 | 500,664 | |||
Successor [Member] | Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | ||||
Cost of revenues | 0 | ||||
Loss from operations | (18,240) | ||||
Goodwill | 0 | 0 | |||
Assets | 23,050 | 23,050 | |||
Successor [Member] | Bonfire [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 426 | ||||
Cost of revenues | 107 | ||||
Loss from operations | (2,413) | ||||
Goodwill | 81,964 | 81,964 | |||
Assets | 110,477 | 110,477 | |||
Successor [Member] | CityBase [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 936 | ||||
Cost of revenues | 893 | ||||
Loss from operations | (3,908) | ||||
Goodwill | 119,741 | 119,741 | |||
Assets | 170,863 | 170,863 | |||
Successor [Member] | eCivis [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 408 | ||||
Cost of revenues | 206 | ||||
Loss from operations | (1,134) | ||||
Goodwill | 47,397 | 47,397 | |||
Assets | 61,202 | 61,202 | |||
Successor [Member] | Open Counter [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 127 | ||||
Cost of revenues | 36 | ||||
Loss from operations | (242) | ||||
Goodwill | 22,524 | 22,524 | |||
Assets | 32,244 | 32,244 | |||
Successor [Member] | Questica [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 869 | ||||
Cost of revenues | 263 | ||||
Loss from operations | (11,366) | ||||
Goodwill | 57,479 | 57,479 | |||
Assets | 102,119 | 102,119 | |||
Successor [Member] | Sherpa [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 268 | ||||
Cost of revenues | 71 | ||||
Loss from operations | (3,164) | ||||
Goodwill | 3,497 | 3,497 | |||
Assets | 6,629 | 6,629 | |||
Successor [Member] | Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | ||||
Cost of revenues | 0 | ||||
Loss from operations | 0 | ||||
Goodwill | 0 | 0 | |||
Assets | $ (5,920) | (5,920) | |||
Predecessor [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 4,928 | $ 2,200 | 6,790 | ||
Cost of revenues | 1,614 | 2,099 | |||
Loss from operations | (1,555) | (1,806) | |||
Goodwill | $ 2,518 | ||||
Assets | 29,568 | ||||
Predecessor [Member] | Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | |||
Cost of revenues | 0 | 0 | |||
Loss from operations | 0 | 0 | |||
Goodwill | 0 | ||||
Assets | 0 | ||||
Predecessor [Member] | Bonfire [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 593 | 659 | |||
Cost of revenues | 124 | 148 | |||
Loss from operations | (741) | (787) | |||
Goodwill | 0 | ||||
Assets | 6,329 | ||||
Predecessor [Member] | CityBase [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 820 | 1,245 | |||
Cost of revenues | 746 | 902 | |||
Loss from operations | (1,499) | (1,773) | |||
Goodwill | 123 | ||||
Assets | 7,215 | ||||
Predecessor [Member] | eCivis [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 673 | 1,135 | |||
Cost of revenues | 267 | 387 | |||
Loss from operations | (265) | (237) | |||
Goodwill | 585 | ||||
Assets | 2,621 | ||||
Predecessor [Member] | Open Counter [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 298 | 391 | |||
Cost of revenues | 51 | 124 | |||
Loss from operations | 46 | (76) | |||
Goodwill | 0 | ||||
Assets | 316 | ||||
Predecessor [Member] | Questica [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,913 | 2,593 | |||
Cost of revenues | 296 | 465 | |||
Loss from operations | 550 | 561 | |||
Goodwill | 1,810 | ||||
Assets | 11,710 | ||||
Predecessor [Member] | Sherpa [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 631 | 767 | |||
Cost of revenues | 130 | 73 | |||
Loss from operations | 354 | 506 | |||
Goodwill | 0 | ||||
Assets | 1,377 | ||||
Predecessor [Member] | Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | |||
Cost of revenues | 0 | 0 | |||
Loss from operations | $ 0 | $ 0 | |||
Goodwill | 0 | ||||
Assets | $ 0 |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 3 Months Ended |
Mar. 31, 2019 | |
Sales Revenue, Net [Member] | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 90.00% |