Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | GTY Technology Holdings Inc. | |
Trading Symbol | GTYHU | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 52,156,018 | |
Entity Central Index Key | 0001682325 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 25,444 | |
Investments | 0 | |
Accounts receivable, net | 8,331 | |
Prepaid expenses and other current assets | 2,142 | |
Total current assets | 35,917 | |
Property and equipment, net | 2,679 | |
Right of use assets | 3,221 | |
Loan receivable - related party | 0 | |
Intangible assets, net | 127,461 | |
Goodwill | 332,602 | |
Other assets | 2,418 | |
Total assets | 504,298 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,687 | |
Contract liabilities | 12,807 | |
Notes payable and accrued expenses - related party | 76 | |
Warrant liability | 0 | |
Financing lease obligations - current portion | 544 | |
Lease liability - current portion | 1,664 | |
Contingent consideration - current portion | 12,169 | |
Notes payable | 0 | |
Total current liabilities | 35,947 | |
Contract and other long-term liabilities | 1,634 | |
Deferred rent | 0 | |
Long-term debt, less current portion | 0 | |
Deferred tax liability | 38,238 | |
Financing lease obligations - less current portion | 1,091 | |
Lease liability - less current portion | 1,858 | |
Contingent consideration - less current portion | 56,333 | |
Total liabilities | 135,101 | |
Commitments and contingencies | ||
Preferred stock | 0 | |
Shareholders' equity (deficit): | ||
Common stock, par value $0.0001; 400,000,000 shares authorized; 52,520,612 shares issued and 52,155,614 shares outstanding as of June 30, 2019, net of treasury stock | 5 | |
Exchangeable shares, no par value, 5,761,741 shares issued and outstanding as of June 30, 2019 | 47,617 | |
Acquired Companies' common stock | 0 | |
Additional paid in capital | 364,614 | |
Accumulated other comprehensive income (loss) | 186 | |
Treasury stock, at cost, 364,998 shares as of June 30, 2019 | (3,413) | |
Accumulated deficit | (39,812) | |
Total shareholders' equity (deficit) | 369,197 | $ 9,921 |
Total liabilities, temporary equity and shareholders' equity (deficit) | $ 504,298 | |
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 - less current portion | 2,092 | |
Total liabilities | 24,446 | |
Commitments and contingencies | ||
Preferred stock | 42,264 | |
Shareholders' equity (deficit): | ||
Common stock, par value $0.0001; 400,000,000 shares authorized; 52,520,612 shares issued and 52,155,614 shares outstanding as of June 30, 2019, net of treasury stock | 0 | |
Exchangeable shares, no par value, 5,761,741 shares issued and outstanding as of June 30, 2019 | 0 | |
Acquired Companies' common stock | 148 | |
Additional paid in capital | 7,835 | |
Accumulated other comprehensive income (loss) | (174) | |
Treasury stock, at cost, 364,998 shares as of June 30, 2019 | 0 | |
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) | Jun. 30, 2019$ / sharesshares |
CONDENSED CONSOLIDATED BALANCE SHEETS | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 |
Common Stock, Shares, Issued | 52,520,612 |
Common Stock, Shares, Outstanding | 52,155,614 |
Exchangeable Shares Outstanding | 5,761,741 |
Exchangeable Shares Issued | 5,761,741 |
Treasury Stock, Shares | 364,998 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Feb. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | $ 8,246 | $ 11,280 | |||
Cost of revenues | 2,931 | 4,507 | |||
Gross Profit | 5,315 | 6,773 | |||
Operating expenses | |||||
Sales and marketing | 4,159 | 5,537 | |||
General and administrative | 7,676 | 10,030 | |||
Research and development | 3,135 | 4,607 | |||
Amortization of intangible assets | 3,872 | 5,565 | |||
Acquisition costs | (2,280) | 32,749 | |||
Total operating expenses | 16,562 | 58,488 | |||
Loss from operations | (11,247) | (51,715) | |||
Other income (expense) | |||||
Interest income (expense) | (108) | 313 | |||
Loss from repurchase of shares | (904) | (904) | |||
Other income | 187 | 182 | |||
Total other income (expense), net | (825) | (409) | |||
Net loss before income taxes | (12,072) | (52,124) | |||
Income Tax Expense (Benefit), Total | 1,670 | 1,670 | |||
Net loss | (10,402) | (50,454) | |||
Other comprehensive income | |||||
Foreign currency translation gain | 186 | 186 | |||
Total other comprehensive income | 186 | 186 | |||
Comprehensive loss | (10,216) | (50,268) | |||
Cumulative preferred stock dividends | 0 | 0 | |||
Deemed dividend for Exchangable Shares - Series C | (183) | (183) | |||
Net loss applicable to common shareholders | $ (10,585) | $ (50,637) | |||
Net loss per share, basic and diluted | $ (0.22) | $ (1.03) | |||
Weighted average common shares outstanding, basic and diluted | 49,159,484 | 48,942,828 | |||
Predecessor [Member] | |||||
Revenues | $ 4,928 | $ 6,614 | $ 13,404 | ||
Cost of revenues | 1,614 | 2,174 | 4,273 | ||
Gross Profit | 3,314 | 4,440 | 9,131 | ||
Operating expenses | |||||
Sales and marketing | 1,394 | 2,034 | 3,645 | ||
General and administrative | 1,744 | 3,469 | 6,425 | ||
Research and development | 1,580 | 2,295 | 4,225 | ||
Amortization of intangible assets | 32 | 99 | |||
Acquisition costs | 151 | 0 | 0 | ||
Total operating expenses | 4,869 | 7,798 | 14,295 | ||
Loss from operations | (1,555) | (3,358) | (5,164) | ||
Other income (expense) | |||||
Interest income (expense) | (170) | (34) | (62) | ||
Loss from repurchase of shares | 0 | 0 | 0 | ||
Other income | 12 | 557 | 727 | ||
Total other income (expense), net | (158) | 523 | 665 | ||
Net loss before income taxes | (1,713) | (2,835) | (4,499) | ||
Income Tax Expense (Benefit), Total | 0 | 0 | 0 | ||
Net loss | (1,713) | (2,835) | (4,499) | ||
Other comprehensive income | |||||
Foreign currency translation gain | 0 | 0 | 0 | ||
Total other comprehensive income | 0 | 0 | 0 | ||
Comprehensive loss | (1,713) | (2,835) | (4,499) | ||
Cumulative preferred stock dividends | 0 | (262) | (521) | ||
Deemed dividend for Exchangable Shares - Series C | 0 | 0 | 0 | ||
Net loss applicable to common shareholders | $ (1,713) | $ (3,097) | $ (5,020) | ||
Net loss per share, basic and diluted | $ 0 | $ 0 | $ 0 | ||
Weighted average common shares outstanding, basic and diluted | 0 | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Class A [Member] | Common Class B [Member] | Exchange Shares - Series C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Acumulated Other Comprehensive income [Member] | Total |
Balance (Predecessor [Member]) at Dec. 31, 2017 | $ (15,902) | ||||||||
Net loss | Predecessor [Member] | (4,499) | ||||||||
Share-based compensation | Predecessor [Member] | (212) | ||||||||
Currency translation gain | Predecessor [Member] | 0 | ||||||||
Shareholders'/Members' equity activity | Predecessor [Member] | (57) | ||||||||
Balance (Predecessor [Member]) at Jun. 30, 2018 | (20,246) | ||||||||
Balance (Predecessor [Member]) at Mar. 31, 2018 | (17,982) | ||||||||
Net loss | Predecessor [Member] | (2,835) | ||||||||
Share-based compensation | Predecessor [Member] | (169) | ||||||||
Currency translation gain | Predecessor [Member] | 0 | ||||||||
Shareholders'/Members' equity activity | Predecessor [Member] | 402 | ||||||||
Balance (Predecessor [Member]) at Jun. 30, 2018 | (20,246) | ||||||||
Balance (Predecessor [Member]) at Dec. 31, 2018 | (37,142) | ||||||||
Balance at Dec. 31, 2018 | $ 0 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | $ 9,920 | $ 0 | 9,921 |
Balance (in shares) at Dec. 31, 2018 | 898,984 | 13,568,821 | 0 | 0 | |||||
Net loss | Predecessor [Member] | (1,713) | ||||||||
Share-based compensation | Predecessor [Member] | (61) | ||||||||
Cashless stock option exercises | Predecessor [Member] | 13 | ||||||||
Currency translation gain | Predecessor [Member] | 0 | ||||||||
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 | $ 0 | $ 1 | $ 0 | $ 0 | 0 | 0 | 9,920 | 0 | 9,921 |
Balance (in shares) at Dec. 31, 2018 | 898,984 | 13,568,821 | 0 | 0 | |||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (50,454) | (50,454) | ||
Common Stock issued for Exchangeable Shares - Class C | 0 | 0 | 0 | $ 0 | 3,860 | 0 | 3,860 | ||
Common Stock issued for Exchangeable Shares - Class C (in shares) | 500,000 | ||||||||
Ordinary shares no longer subject to possible redemption | $ 1 | $ 0 | $ 0 | $ 0 | 88,190 | 722 | 88,913 | ||
Ordinary shares no longer subject to possible redemption (in shares) | 9,216,438 | 0 | 0 | 0 | |||||
Exchange of shares in GTY Merger | $ (3) | $ (1) | $ 0 | $ 4 | 0 | 0 | 0 | ||
Exchange of shares in GTY Merger (in shares) | (22,978,520) | (13,568,821) | 0 | 36,547,341 | |||||
Private placement of Class A shares, net of costs | $ 2 | $ 0 | $ 0 | $ 0 | 125,256 | 0 | 125,258 | ||
Private placement of Class A shares, net of costs (in shares) | 12,863,098 | 0 | 0 | 0 | |||||
Common stock issued for acquisitions | $ 0 | $ 0 | $ 0 | $ 1 | 119,730 | 0 | 0 | 0 | 119,731 |
Common stock issued for acquisitions (in shares) | 0 | 0 | 0 | 11,973,154 | |||||
Common Stock repurchases | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 3,413 | 0 | 3,413 | |
Common Stock repurchases (in shares) | (364,998) | ||||||||
Shares convertible into Common Stock issued for acquisitions | $ 0 | $ 0 | $ 47,617 | $ 0 | 0 | 0 | 0 | 0 | 47,617 |
Shares convertible into Common Stock issued for acquisitions (in shares) | 0 | 0 | 5,761,741 | 0 | |||||
Share-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | (2,311) | 0 | (2,311) | ||
Private placement of Common Stock, net of costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 25,450 | $ 0 | $ 25,450 | ||
Private placement of Common Stock, net of costs (in shares) | 3,500,000 | ||||||||
Cashless stock option exercises | 0 | 0 | 0 | 117 | 0 | 0 | 0 | ||
Currency translation gain | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 186 | $ 186 | |
Deemed dividend for Exchangeable Shares - Class C | 0 | 0 | 0 | 0 | (183) | 0 | 0 | 0 | (183) |
Balance at Jun. 30, 2019 | $ 0 | $ 0 | $ 47,617 | $ 5 | 364,614 | (3,413) | (39,812) | 186 | 369,197 |
Balance (in shares) at Jun. 30, 2019 | 0 | 0 | 5,761,741 | 52,155,614 | |||||
Balance (Predecessor [Member]) at Feb. 18, 2019 | (33,152) | ||||||||
Net loss | $ (50,454) | ||||||||
Cashless stock option exercises | 284 | ||||||||
Currency translation gain | $ 186 | ||||||||
Balance at Jun. 30, 2019 | $ 0 | $ 0 | $ 47,617 | $ 5 | 364,614 | (3,413) | (39,812) | 186 | 369,197 |
Balance (in shares) at Jun. 30, 2019 | 0 | 0 | 5,761,741 | 52,155,614 | |||||
Balance at Mar. 31, 2019 | $ 47,617 | $ 5 | 333,727 | (1,000) | (29,410) | 350,939 | |||
Balance (in shares) at Mar. 31, 2019 | 5,761,741 | 48,420,495 | |||||||
Net loss | (10,402) | (10,402) | |||||||
Common Stock issued for Exchangeable Shares - Class C | 3,860 | 3,860 | |||||||
Common Stock issued for Exchangeable Shares - Class C (in shares) | 500,000 | ||||||||
Common Stock repurchases | 2,413 | 2,413 | |||||||
Common Stock repurchases (in shares) | (264,998) | ||||||||
Share-based compensation | 1,760 | 1,760 | |||||||
Private placement of Common Stock, net of costs | 25,450 | 25,450 | |||||||
Private placement of Common Stock, net of costs (in shares) | 3,500,000 | ||||||||
Cashless stock option exercises | 117 | ||||||||
Currency translation gain | 186 | 186 | |||||||
Deemed dividend for Exchangeable Shares - Class C | (183) | (183) | |||||||
Balance at Jun. 30, 2019 | $ 0 | $ 0 | $ 47,617 | $ 5 | $ 364,614 | $ (3,413) | $ (39,812) | $ 186 | $ 369,197 |
Balance (in shares) at Jun. 30, 2019 | 0 | 0 | 5,761,741 | 52,155,614 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 2 Months Ended | 4 Months Ended | 6 Months Ended |
Feb. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (50,454) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 185 | ||
Amortization of intangible assets | 5,565 | ||
Amortization of right of use assets | 256 | ||
Share-based compensation | 2,311 | ||
Deferred income tax benefit | (1,670) | ||
Bad debt expense | 11 | ||
Loss on disposal of property and equipment | 0 | ||
Foreign exchange loss on payment of vested options | 14 | ||
Change in fair value of contingent consideration | 0 | ||
Change in fair value of warrant liability | 0 | ||
Unrealized gain on marketable securities | 0 | ||
Gain on sale of marketable securities | 0 | ||
Accrual of Paid In Kind interest | 0 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,365) | ||
Prepaid expenses and other assets | (816) | ||
Accounts payable and accrued liabilities | 4,991 | ||
Net cash (used in) provided by operating activities | (43,972) | ||
Cash flows from investing activities: | |||
Proceeds from cash held in trust | 217,642 | ||
Proceeds from sale of property and equipment | 0 | ||
Purchase of marketable securities | 0 | ||
Proceeds from the sales of marketable securities | 0 | ||
Acquisitions, net of cash acquired | (179,008) | ||
Capital expenditures | (621) | ||
Net cash provided by (used in) investing activities | 38,013 | ||
Cash flows from financing activities: | |||
Proceeds from borrowings | 0 | ||
Repayments of borrowings | (409) | ||
Stock options exercised | 0 | ||
Contingent consideration payments | 0 | ||
Proceeds from issuances of predeccsor preferred shares | 0 | ||
Member distribution | 0 | ||
Common stock repurchases | (3,413) | ||
Redemption of Class A ordinary shares | (113,982) | ||
Redemption of Exchangable Shares - Class C | (1,323) | ||
Proceeds received from private placement of Class A shares, net of costs | 125,258 | ||
Proceeds received from private placement of Common Stock, net of costs | 25,450 | ||
Proceeds from disposal of fixed assets | 0 | ||
Repayments of finance lease obligations | (131) | ||
Net cash provided by (used in) financing activities | 31,450 | ||
Effect of foreign currency on cash | (99) | ||
Net change in cash and cash equivalents | 25,392 | ||
Cash and cash equivalents, beginning of period | 52 | ||
Cash and cash equivalents, end of period | $ 52 | 25,444 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | ||
Cash paid for income taxes | 0 | ||
Noncash Investing Activity: | |||
Stock consideration for the Acquisitions | 172,349 | ||
Reduction in convertible note liability - See Note 6 | 1,000 | ||
Capital leases | 1,363 | ||
Predecessor [Member] | |||
Cash flows from operating activities: | |||
Net loss | (1,713) | $ (4,499) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 177 | 151 | |
Amortization of intangible assets | 32 | 99 | |
Amortization of right of use assets | 165 | 0 | |
Share-based compensation | 61 | 212 | |
Deferred income tax benefit | 0 | 0 | |
Bad debt expense | 6 | 0 | |
Loss on disposal of property and equipment | 0 | 50 | |
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) | |
Gain on sale of marketable securities | 0 | 39 | |
Accrual of Paid In Kind interest | 0 | 8 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,190 | (872) | |
Prepaid expenses and other assets | 202 | (423) | |
Accounts payable and accrued liabilities | (781) | 1,091 | |
Net cash (used in) provided by operating activities | 284 | (4,194) | |
Cash flows from investing activities: | |||
Proceeds from cash held in trust | 0 | 0 | |
Proceeds from sale of property and equipment | 0 | 1 | |
Purchase of marketable securities | 0 | (335) | |
Proceeds from the sales of marketable securities | 1,531 | 344 | |
Acquisitions, net of cash acquired | 0 | 0 | |
Capital expenditures | (15) | (64) | |
Net cash provided by (used in) investing activities | 1,516 | (54) | |
Cash flows from financing activities: | |||
Proceeds from borrowings | 35 | 4,157 | |
Repayments of borrowings | (69) | (15) | |
Stock options exercised | 13 | 1 | |
Contingent consideration payments | 0 | (50) | |
Proceeds from issuances of predeccsor preferred shares | 0 | 602 | |
Member distribution | (500) | (659) | |
Common stock repurchases | 0 | 0 | |
Redemption of Class A ordinary shares | 0 | 0 | |
Redemption of Exchangable Shares - Class C | 0 | 0 | |
Proceeds received from private placement of Class A shares, net of costs | 0 | 0 | |
Proceeds received from private placement of Common Stock, net of costs | 0 | 0 | |
Proceeds from disposal of fixed assets | 1 | 0 | |
Repayments of finance lease obligations | (19) | (6) | |
Net cash provided by (used in) financing activities | (539) | 4,030 | |
Effect of foreign currency on cash | (721) | (793) | |
Net change in cash and cash equivalents | 540 | (1,011) | |
Cash and cash equivalents, beginning of period | 13,929 | $ 14,469 | 12,441 |
Cash and cash equivalents, end of period | 14,469 | 11,430 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | |
Cash paid for income taxes | 0 | 0 | |
Noncash Investing Activity: | |||
Stock consideration for the Acquisitions | 0 | 0 | |
Reduction in convertible note liability - See Note 6 | 0 | 0 | |
Capital leases | $ 0 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization and Business Operations | |
Organization and Business Operations | 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 primarily 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 and award vendor and supplier contracts. 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 CityBase, a Delaware corporation headquartered in Chicago, 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 and digital services to meet the requirements of its customers. Its customers include government agencies and utility companies. 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 provides 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 primarily 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 | 6 Months Ended |
Jun. 30, 2019 | |
Going Concern and Liquidity | |
Going Concern and Liquidity | 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 $39.8 million at June 30, 2019, a net loss of approximately $50.5 million and approximately $44.0 million net cash used in operating activities for the successor period from February 19, 2019 through June 30, 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 | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 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. Certain reclassifications have been made to conform to current period presentation. 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”), the three and six months ended June 30, 2018 (the “2018 Predecessor Period”) and (ii) the period after consummation of the Acquisition which includes the three months ended June 30, 2019 and the period including and after the Closing Date to June 30, 2019 (“2019 Successor Period”), the period including and after the Closing Date to March 31, 2019 (“Q1 2019 Successor Period”) and the three months ended June 30, 2019. 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 consolidated operating metrics, 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 June 30, 2019 and for the Predecessor as of December 31, 2018 was immaterial. Bad debt expense for all periods presented 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 June 30, 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. 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 (“ASC 350”), goodwill is not amortized but is subject to periodic impairment testing. ASC 350 requires that an entity assign its goodwill to reporting units and test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In our evaluation of goodwill for impairment, to be performed annually during the third quarter, we first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, was determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform the quantitative goodwill impairment test. As a result of the Acquisition, the Company acquired goodwill during the Successor Period. There was minimal goodwill prior to the Acquisition. The Company did not identify any significant events or circumstances that would require us to perform an impairment test as of June 30, 2019. As such, there was no impairment recognized during the Successor Period. 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. There were no impairments recorded for all periods presented. 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 accounted 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 June 30, 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 Quoted Prices in Active Significant Markets for Other Significant Balance as of Identical Observable Unobservable June 30, Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,169 $ — $ — $ 12,169 Contingent consideration – long term 56,333 — — 56,333 Total liabilities measured at fair value $ 68,502 $ — $ — $ 68,502 There were no transfers made among the three levels in the fair value hierarchy during the three months ended June 30, 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 June 30, 2019 were as follows (in thousands): Contingent consideration - February 18, 2019 $ 2,685 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 - June 30, 2019 $ 68,502 There was no material change in fair value of contingent consideration from the closing of the Acquisition (February 18, 2019) through June 30, 2019. The fair value of the Company’s contingent consideration liabilities recorded as part of the Acquisition 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 were 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 for each of the Acquired Companies. 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. 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 income (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 Successor Predecessor Three Months February 19, 2019 January 1, 2019 Three Months Ended through through Ended Six Months Ended June 30, 2019 June 30, 2019 February 18, 2019 June 30, 2018 June 30, 2018 Subscriptions, support and maintenance $ 5,456 $ 7,473 $ 3,253 $ 4,892 $ 9,268 Professional services 2,116 2,838 1,269 1,453 3,235 License 663 958 383 269 796 Asset sales 11 11 23 — 105 Total revenues $ 8,246 $ 11,280 $ 4,928 $ 6,614 $ 13,404 Revenues Subscription, support and maintenance . The Company provides software hosting services that provide customers with access to software related support and updates during the term of the arrangement. Revenue is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits of the subscription service, as the service is made available to the Company. The first year of subscription fees are typically payable within 30 days after the execution of a contract, and thereafter upon renewal. The Company initially records subscription fees as contract liabilities and recognize revenue on a straight-line basis over the term of the agreement. Our contracts may include variable consideration in the form of usage fees, which are constrained and recognized once the uncertainties associated with the constraint are resolved, which is when 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 three months ended June 30, 2019 and the 2019 Successor Period. Professional services . The Company’s professional services contracts generate revenue on a time and materials, fixed fee or subscription basis. Revenues are recognized as the services are rendered for time and materials contracts. Revenues are recognized when the milestones are achieved and accepted by the customer or on a proportional performance basis for fixed fee contracts. Revenues are recognized ratably over the contract term for subscription contracts. The milestone method for revenue recognition is used when there is substantive uncertainty at the date the contract is entered into whether the milestone will be achieved. Training revenues are recognized as the services are performed. Revenues from professional services comprised approximately 26% and 25% of total revenues for the three months ended June 30, 2019 and the 2019 Successor Period, respectively. License . Revenues from distinct licenses are recognized upfront when the software is made available to the customer, which normally coincides with contract execution, as this is when the customer has the risks and rewards of the right to use the software. Revenues from licenses comprised approximately 8% of total revenues for the three months ended June 30, 2019 and the 2019 Successor Period. Asset sales. Revenues from asset sales are recognized when the asset, typically a kiosk, has been received by the client and is fully operational and ready to accept transactions, which is when the customer obtains control and has the risks and rewards of the asset. Asset sales were less than 1% of total revenues for the three months ended June 30, 2019 and the 2019 Successor Period. 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 $3.9 million, $5.6 million, $2.2 million, $3.3 million and $7.2 million were recognized for the three months ended June 30, 2019, the 2019 Successor Period, the 2019 Predecessor Period, the three months ended June 30, 2018 and the six months ended June 30, 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 — The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Expected Volatility — The Company computes stock price volatility over expected terms based on comparable company’s historical common stock trading prices. Risk-Free Interest Rate — The Company bases the risk-free interest rate on the U.S. Treasuries implied yield with an equivalent remaining term. Expected Dividend — The Company has never declared or paid any cash dividends on common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in valuation models. 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, the Company records forfeitures as they occur. Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of shares of common stock 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 June 30, 2019 are as follows: Warrants to purchase common stock 27,093,334 Unvested restricted stock units 1,049,237 Options to purchase common stock 392,188 Total 28,534,759 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 June 30, 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. The following is a rollforward of the Company’s deferred tax liability from February 19, 2019 to June 30, 2019 (in thousands): Balance - February 19, 2019 $ (39,908) Income tax benefit (associated with the amortization of intangible assets) 1,670 Balance - June 30, 2019 $ (38,238) 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 p |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2019 | |
Business Combination | |
Business Combination | 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 was not exercised and expired on the 90th day after the Closing). Prior to the consummation of the Business Combination, certain of 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 525,060 shares of Company common stock which are still 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 have subsequently been redeemed 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 that were 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 B shares in the capital stock of Questica Exchangeco, which is not exchangeable into shares of Company common stock, that were issued to the holders of Questica capital stock (the “Questica Holders”). 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 had been 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. In June 2019, these shares were redeemed for 500,000 shares of the Company common stock at the market price of $7.72, or $3.9 million, and transferred to permanent equity, and $1.3 million of cash. The incremental $0.2 million above the stated redemption price was recorded as a deemed dividend in the accompanying condensed consolidated financial statements. 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): Adjusted Deferred Cash Stock Contingent Net Tax Consideration Consideration Consideration Total Assets Goodwill Intangibles 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. Accordingly, such allocations are considered preliminary and may change within the permissible measurement period, not to exceed one year. (in thousands): 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) Capital lease obligations - current portion — (139) — — — — (139) Contract and other long-term liabilities (60) (1,646) (56) — — — (1,762) Capital 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 $32.7 million from February 19, 2019 through June 30, 2019. |
Intangible Assets (Successor)
Intangible Assets (Successor) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets (Successor) | |
Intangible Assets (Successor) | 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 June 30, 2019 for the Successor (in thousands): Intangible Asset Amortization for the Period February 19,2019 Economic Gross Through Life (Years) Bonfire CityBase eCivis OpenCounter Questica Sherpa Total June 30,2019 Net Total Patents / Developed Technology 8 $ 10,197 $ 31,789 $ 3,637 $ 5,469 $ 6,090 $ 1,140 $ 58,322 $ 2,653 $ 55,669 Trade Names / Trademarks 1 - 10 3,491 8,038 2,573 1,217 1,880 306 17,505 735 16,770 Customer Relationships 10 8,723 7,840 6,641 3,678 25,721 3,396 55,999 2,032 53,967 Non-Compete Agreements 3 257 488 146 107 130 72 1,200 145 1,055 $ 22,668 $ 48,155 $ 12,997 $ 10,471 $ 33,821 $ 4,914 $ 133,026 $ 5,565 $ 127,461 Amortization expense recognized by the Company related to intangible assets for the three months ended June 30, 2019 and the period from February 19, 2019 to June 30, 2019 (Successor) was $3.9 million and $5.6 million, respectively. Amortization expense recognized by the Predecessor for the period from January 1, 2019 through February 18, 2019, the three months ended June 30, 2018, and the six months ended June 30, 2018 (predecessor) was $0.03 million, $0.05 million and $0.1 million, respectively. The estimated aggregate amortization expense for intangible assets over the next five years ending December 31 and thereafter is as follows (in thousands): Six months ended December 31, 2019 $ 7,658 Year ended December 31, 2020 15,052 Year ended December 31, 2021 15,010 Year ended December 31, 2022 15,010 Year ended December 31, 2023 15,010 Year ended December 31, 2024 15,010 Thereafter 44,711 $ 127,461 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | 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 or the consummation of the business combination. The Sponsor has the option to convert any amounts outstanding under the Convertible Note, up to $1.0 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 period ended March 31, 2019, GTY drew down $0.4 million on the Convertible Note, resulting in $1.0 million principal amount outstanding. The $1.0 million principal amount was offset against a receivable from related party of $4.0 million for a guarantee (see “Agreements and Arrangements with Certain Institutional Investors”). As of June 30, 2019, there was no amount outstanding under the Convertible Notes. 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 Class A Ordinary Shares of GTY Cayman were not redeemed in connection with the business combination (the “Outstanding Cayman Shares”). An aggregate of 500,000 of such shares are subject to a lock-up pursuant to which such shares may not be transferred until the 91st day following Closing without the consent of the Company and the Founders, and the holder of Outstanding Cayman Shares is entitled to put such shares to the Sponsor and the Founders following the lock-up period for a purchase price equal to the price at which GTY Cayman redeemed Class A Ordinary Shares in connection with the business combination, $10.29 (the “redemption price”), payment of which purchase price is guaranteed by the Company, and to receive from the Company a cash payment, if and to the extent necessary, but not to exceed $250,000, in order to provide such shareholder with at least a 5% return on such shares above the redemption price. With respect to 1,000,000 of the Outstanding Cayman Shares, GTY Cayman engaged a broker-dealer to facilitate the purchase of the Outstanding Cayman Shares by an institutional investor prior to the Closing for $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 (the “Outstanding Class A Shares”) for losses that may be incurred upon the sale of the Outstanding Class A Shares within a specified period following the Closing, up to an agreed-upon limit, and the Company has agreed to guarantee such reimbursement obligations. During the Q1 2019 Successor Period, the Company paid $4.0 million for losses incurred upon the sale of the Outstanding Class A Shares and in turn the Company reduced its convertible note liability for $1.0 million (see “Convertible Note”), resulting a $3.0 million loss on the sale of the Outstanding Class A Shares. The Company recorded this $3.0 million loss as a component of acquisition expenses during the Q1 2019 Successor Period. During the three months ended June 30, 2019, the Sponsor paid the Company $3.0 million for such loss on the Outstanding Class A Shares. The Company reversed the component of acquisition expenses that was recorded for such loss in the Q1 2019 Successor Period. As of June 30, 2019, with the $4.0 million payment for losses, such shares are no longer guaranteed by the Founders or the Company. |
Share-Based Compensation Stock
Share-Based Compensation Stock Options | 6 Months Ended |
Jun. 30, 2019 | |
Share-Based Compensation Stock Options | |
Share-Based Compensation Stock Options | Note 7. Share-Based Compensation Stock Options In connection with the Business Combination, the Company adopted a stock option plan and 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: Weighted Average Weighted Remaining Total Average Contractual Intrinsic Number of Exercise Life Value Shares Price (in years) (in thousands) Outstanding as of February 18, 2019 — $ — — $ — Granted 408,667 1.82 8.1 — Exercised (284) 1.16 — — Forfeited/expired (16,195) 1.16 — — Outstanding as of June 30, 2019 392,188 $ 1.85 8.5 $ 1,962 Options vested and exercisable 169,813 $ 1.49 8.5 $ 910 For the three months ended June 30, 2019 and the period from February 19, 2019 to June 30, 2019, the Company recorded $1.5 million and $2.1 million, respectively, of share-based compensation expense related to the options. As of June 30, 2019, the Company has $1.5 million of unrecognized share-based compensation cost. During the Successor Period, share-based compensation expense is recorded as a component of general and administrative expenses. Restricted Stock Units On May 17, 2019, the Company issued 1,049,237 restricted stock units (“RSUs”) to employees as annual performance awards. A portion of the RSUs will vest in ratable annual installments over either two or four years, as applicable, from the grant date, and the remaining RSUs will vest subject to the achievement of certain performance conditions over a three-year performance period, in each case, assuming continuous service by the employees through the applicable vesting dates. The RSUs granted to the Company’s Chief Executive Officer are subject to two different sets of performance-vesting criteria: (i) one RSU grant will vest on the last day of any 120-day trading period ending prior to the third anniversary of the grant date, to the extent that during such period, the average closing price per share of the Company’s common stock equals or exceeds $20, and under certain circumstances, the RSUs may vest if the stock price hurdle is achieved prior to the fourth anniversary of the grant date; and (ii) the other RSU grant will vest subject to the achievement of certain performance conditions over a one-year performance period. In each case, vesting of the RSUs is generally subject to the Chief Executive Officer’s continuous service through each vesting date. A summary of the Company's restricted stock units and related information is as follows: Weighted Average Number of Shares Grant Price Unvested as of as of January 1, 2019 — $ — Granted 1,049,237 9.53 Unvested as of June 30, 2019 1,049,237 $ 9.53 For the three months ended June 30, 2019 and the period from February 19, 2019 to June 30, 2019, the Company recorded $0.2 million of share-based compensation expense related to the RSUs. As of June 30, 2019, the Company had unrecognized stock-based compensation expense related to all unvested restricted stock units of $9.8 million. The weighted average remaining contractual term of unvested RSUs that is time based is approximately 1.5 years at June 30, 2019. 758,550 of the RSU’s granted above contained performance conditions. No stock-based compensation was recognized during the three months ended June 30, 2019 for these performance RSUs, since achievement of such performance metrics was not considered probable. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | 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 June 30, 2019, the Company had operating lease liabilities of approximately $3.5 million and right of use assets of approximately $3.2 million, which were included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): Three Months Ended June 30, 2019 (Successor Period) Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 106 $ 155 $ 77 $ 35 $ 373 Variable lease cost — — — — — Operating lease expense 106 155 77 35 373 Short-term lease rent expense — — — — — Total rent expense $ 106 $ 155 $ 77 $ 35 $ 373 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 105 $ 162 $ 77 $ 34 $ 378 Right-of-use assets exchanged for operating lease liabilities $ — $ — $ — $ — $ — Weighted-average remaining lease term – operating leases 3.3 2.5 3.2 3.1 2.7 Weighted-average discount rate – operating leases 10.0 % 10.0 % 8.0 % 4.8 % 9.2 % Six Months Ended June 30, 2019 (Successor/Predecessor Period) Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 210 $ 311 $ 154 $ 68 $ 743 Variable lease cost — — — — — Operating lease expense 210 311 154 68 743 Short-term lease rent expense — — — — — Total rent expense $ 210 $ 311 $ 154 $ 68 $ 743 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 207 $ 323 $ 154 $ 67 $ 751 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 2.7 Weighted-average discount rate – operating leases 10.0 % 10.0 % 8.0 % 4.8 % 9.2 % As of June 30, 2019, future minimum lease payments under non-cancellable operating are as follows (in thousands): Bonfire CityBase eCivis Questica Total Six months ended December 31, 2019 $ 218 $ 327 $ 154 $ 71 $ 770 Year Ended December 31, 2020 448 662 309 78 1,497 Year Ended December 31, 2021 464 458 309 58 1,289 Year Ended December 31, 2022 238 — 129 60 427 Year Ended December 31, 2023 — — — 15 15 Total 1,368 1,447 901 282 3,998 Less present value discount (193) (157) (100) (26) (476) Operating lease liabilities $ 1,175 $ 1,290 $ 801 $ 256 $ 3,522 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2019 | |
Shareholders' Equity | |
Shareholders' Equity | 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. The remaining 20,289,478 GTY Cayman 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 for $114.0 million, at a per share price of approximately $10.29. The remaining 9,216,438 shares with a redemption value of $88.9 million were transferred to permanent equity. 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 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 (the "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 shares issued as consideration in the Acquisition were valued at $10 per share in the accompanying condensed consolidated financial statements. The 0.5 million Class C Shares were redeemable at the option of the shareholder at $10 per share, and thus the Company had classified the Class C Shares in the capital stock of Questica Exchangeco as temporary equity in accordance with ASC 480 - "Distinguishing Liabilities from Equity." In June 2019, these shares were redeemed for 0.5 million shares of Common Stock at the market price of $7.72, or $3.9 million, and transferred to permanent equity, and $1.3 million of cash. The incremental $0.2 million above the stated redemption price was recorded as a deemed dividend in the accompanying condensed consolidated financial statements. Common Stock – GTY was authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. In March 2019, the Company redeemed 100,000 shares of common stock for a promissory note in the principal amount of $1,000,000, bearing 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))) and included these in Treasury Stock in the accompanying condensed consolidated balance sheets. In April 2019, the Company repurchased 264,998 shares of common stock for $2.6 million. These shares were included in Treasury Stock in the accompanying condensed consolidated balance sheets at the stock price on the date of the repurchases, or $2.4 million, and the remaining $0.2 million is included in Loss on Share Repurchases in the condensed consolidated statements of operations and comprehensive loss. In June 2019, the Company issued 3.5 million shares of common stock in a registered direct offering for $25.5 million, at a price of $7.70 per share, net of $1.5 million of offering costs. In June 2019, two Bonfire employees cashless exercised 284 stock options and the Company issued 117 shares of common stock. In June 2019, the Company entered into an agreement to make a "Make Whole" payment of $0.7 million, included in the condensed consolidated statements of operations and comprehensive loss, in conjunction with an agreement for investors to buy a portion of the Acquisition Redemption Shares at a price less than the previously agreed redemption price. The "Make Whole" payment and share repurchase will be consummated in July 2019. The Company accrued this Make Whole payment of $0.7 million as a component of accrued expenses as of June 30, 2019. As of June 30, 2019, there were 52,520,612 shares of common stock issued and 52,155,614 outstanding, net of 364,998 shares of treasury stock. Preferred Shares – GTY was authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. As of June 30, 2019, there were no preferred shares issued or outstanding. Warrants At June 30, 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 . |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting | |
Segment Reporting | Note 11. 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 Three Months Ended June 30, 2019 Total revenue $ — $ 785 $ 2,147 $ 1,154 $ 395 $ 2,359 $ 1,406 $ — $ 8,246 Cost of goods sold — 259 1,318 427 122 550 255 — 2,931 Loss from operations (1,308) (3,864) (4,559) (768) (507) (708) 466 — (11,247) Successor February 19, 2019 through June 30, 2019 Total revenue $ — $ 1,211 $ 3,083 $ 1,562 $ 522 $ 3,228 $ 1,674 $ — $ 11,280 Cost of goods sold — 366 2,211 633 158 813 326 — 4,507 Loss from operations (19,548) (6,277) (8,467) (1,902) (749) (12,074) (2,698) — (51,715) Predecessor January 1, 2019 through February 18, 2019 Total revenue $ — $ 593 $ 820 $ 673 $ 298 $ 1,913 $ 631 $ — $ 4,928 Cost of goods sold — 124 746 267 51 296 130 — 1,614 Loss from operations — (741) (1,499) (265) 46 550 354 — (1,555) Predecessor Three Months Ended June 30, 2018 Total revenue $ — $ 751 $ 1,197 $ 1,360 $ 429 $ 2,570 $ 307 $ — $ 6,614 Cost of goods sold — 190 897 438 115 495 39 — 2,174 Loss from operations — (1,307) (2,421) (140) 78 420 12 — (3,358) Predecessor Six Months Ended June 30, 2018 Total revenue $ — $ 1,410 $ 2,442 $ 2,495 $ 820 $ 5,163 $ 1,074 $ — $ 13,404 Cost of goods sold — 338 1,798 826 238 960 113 — 4,273 Loss from operations — (2,094) (4,194) (377) 2 982 517 — (5,164) Successor As of June 30, 2019 Goodwill $ — $ 81,964 $ 119,740 $ 47,398 $ 22,525 $ 57,478 $ 3,497 $ — $ 332,602 Assets 402,358 108,337 166,800 61,310 31,889 92,627 7,029 (366,052) 504,298 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% of the Company’s revenues for the periods presented. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | 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. Certain reclassifications have been made to conform to current period presentation. 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”), the three and six months ended June 30, 2018 (the “2018 Predecessor Period”) and (ii) the period after consummation of the Acquisition which includes the three months ended June 30, 2019 and the period including and after the Closing Date to June 30, 2019 (“2019 Successor Period”), the period including and after the Closing Date to March 31, 2019 (“Q1 2019 Successor Period”) and the three months ended June 30, 2019. 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 | 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 | 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 consolidated operating metrics, to make decisions about how to allocate resources and to measure the Company’s performance. See Note 12. |
Cash and Cash Equivalents | 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 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 June 30, 2019 and for the Predecessor as of December 31, 2018 was immaterial. Bad debt expense for all periods presented was immaterial. |
Concentration of Credit Risk | 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 June 30, 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 | 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 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. |
Capitalized Software Costs | 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 (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 (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 (“ASC 350”), goodwill is not amortized but is subject to periodic impairment testing. ASC 350 requires that an entity assign its goodwill to reporting units and test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. In our evaluation of goodwill for impairment, to be performed annually during the third quarter, we first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, was determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform the quantitative goodwill impairment test. As a result of the Acquisition, the Company acquired goodwill during the Successor Period. There was minimal goodwill prior to the Acquisition. The Company did not identify any significant events or circumstances that would require us to perform an impairment test as of June 30, 2019. As such, there was no impairment recognized during the Successor Period. |
Business Combinations (Successor) | 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 | 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. There were no impairments recorded for all periods presented. |
Leases | 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 accounted for leases prior to January 1, 2019 under ASC Topic 840. |
Fair Value (Successor) | 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 June 30, 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 Quoted Prices in Active Significant Markets for Other Significant Balance as of Identical Observable Unobservable June 30, Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,169 $ — $ — $ 12,169 Contingent consideration – long term 56,333 — — 56,333 Total liabilities measured at fair value $ 68,502 $ — $ — $ 68,502 There were no transfers made among the three levels in the fair value hierarchy during the three months ended June 30, 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 June 30, 2019 were as follows (in thousands): Contingent consideration - February 18, 2019 $ 2,685 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 - June 30, 2019 $ 68,502 There was no material change in fair value of contingent consideration from the closing of the Acquisition (February 18, 2019) through June 30, 2019. The fair value of the Company’s contingent consideration liabilities recorded as part of the Acquisition 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 were 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 for each of the Acquired Companies. 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. |
Foreign Currency Translation and Transactions | 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 income (loss) in the condensed consolidated balance sheets and total other comprehensive loss on the condensed consolidated statements of operations. |
Revenue Recognition | 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 | Disaggregation of Revenues Successor Predecessor Three Months February 19, 2019 January 1, 2019 Three Months Ended through through Ended Six Months Ended June 30, 2019 June 30, 2019 February 18, 2019 June 30, 2018 June 30, 2018 Subscriptions, support and maintenance $ 5,456 $ 7,473 $ 3,253 $ 4,892 $ 9,268 Professional services 2,116 2,838 1,269 1,453 3,235 License 663 958 383 269 796 Asset sales 11 11 23 — 105 Total revenues $ 8,246 $ 11,280 $ 4,928 $ 6,614 $ 13,404 Revenues Subscription, support and maintenance . The Company provides software hosting services that provide customers with access to software related support and updates during the term of the arrangement. Revenue is recognized ratably over the contract term as the customer simultaneously receives and consumes the benefits of the subscription service, as the service is made available to the Company. The first year of subscription fees are typically payable within 30 days after the execution of a contract, and thereafter upon renewal. The Company initially records subscription fees as contract liabilities and recognize revenue on a straight-line basis over the term of the agreement. Our contracts may include variable consideration in the form of usage fees, which are constrained and recognized once the uncertainties associated with the constraint are resolved, which is when 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 three months ended June 30, 2019 and the 2019 Successor Period. Professional services . The Company’s professional services contracts generate revenue on a time and materials, fixed fee or subscription basis. Revenues are recognized as the services are rendered for time and materials contracts. Revenues are recognized when the milestones are achieved and accepted by the customer or on a proportional performance basis for fixed fee contracts. Revenues are recognized ratably over the contract term for subscription contracts. The milestone method for revenue recognition is used when there is substantive uncertainty at the date the contract is entered into whether the milestone will be achieved. Training revenues are recognized as the services are performed. Revenues from professional services comprised approximately 26% and 25% of total revenues for the three months ended June 30, 2019 and the 2019 Successor Period, respectively. License . Revenues from distinct licenses are recognized upfront when the software is made available to the customer, which normally coincides with contract execution, as this is when the customer has the risks and rewards of the right to use the software. Revenues from licenses comprised approximately 8% of total revenues for the three months ended June 30, 2019 and the 2019 Successor Period. Asset sales. Revenues from asset sales are recognized when the asset, typically a kiosk, has been received by the client and is fully operational and ready to accept transactions, which is when the customer obtains control and has the risks and rewards of the asset. Asset sales were less than 1% of total revenues for the three months ended June 30, 2019 and the 2019 Successor Period. |
Contract Liabilities | 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 $3.9 million, $5.6 million, $2.2 million, $3.3 million and $7.2 million were recognized for the three months ended June 30, 2019, the 2019 Successor Period, the 2019 Predecessor Period, the three months ended June 30, 2018 and the six months ended June 30, 2018, respectively, that was included in the contract liabilities balances at the beginning of the respective periods. |
Cost of revenues | 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 | 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 — The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Expected Volatility — The Company computes stock price volatility over expected terms based on comparable company’s historical common stock trading prices. Risk-Free Interest Rate — The Company bases the risk-free interest rate on the U.S. Treasuries implied yield with an equivalent remaining term. Expected Dividend — The Company has never declared or paid any cash dividends on common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in valuation models. 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, the Company records forfeitures as they occur. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of shares of common stock 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 June 30, 2019 are as follows: Warrants to purchase common stock 27,093,334 Unvested restricted stock units 1,049,237 Options to purchase common stock 392,188 Total 28,534,759 |
Income Taxes | 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 June 30, 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. The following is a rollforward of the Company’s deferred tax liability from February 19, 2019 to June 30, 2019 (in thousands): Balance - February 19, 2019 $ (39,908) Income tax benefit (associated with the amortization of intangible assets) 1,670 Balance - June 30, 2019 $ (38,238) |
Recently Adopted Accounting Pronouncements | 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. Based on the analysis, on January 1, 2019, the Company recorded right of use assets of approximately $3.6 million, lease liability of approximately $3.8 million. 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. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" ("ASU 2018-15"). ASU 2018-15 aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset and which costs to expense. ASU 2018-15 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and can be applied either prospectively to implementation costs incurred after the date of adoption or retrospectively to all arrangements. The Company is currently evaluating the impact of the adoption of ASU 2018-15 on its consolidated financial statements and expects to adopt the new standard in the first quarter of 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | Fair Value Measurement at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Balance as of Identical Observable Unobservable June 30, Assets Inputs Inputs 2019 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,169 $ — $ — $ 12,169 Contingent consideration – long term 56,333 — — 56,333 Total liabilities measured at fair value $ 68,502 $ — $ — $ 68,502 |
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 June 30, 2019 were as follows (in thousands): Contingent consideration - February 18, 2019 $ 2,685 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 - June 30, 2019 $ 68,502 |
Schedule of Disaggregation of revenue | Successor Predecessor Three Months February 19, 2019 January 1, 2019 Three Months Ended through through Ended Six Months Ended June 30, 2019 June 30, 2019 February 18, 2019 June 30, 2018 June 30, 2018 Subscriptions, support and maintenance $ 5,456 $ 7,473 $ 3,253 $ 4,892 $ 9,268 Professional services 2,116 2,838 1,269 1,453 3,235 License 663 958 383 269 796 Asset sales 11 11 23 — 105 Total revenues $ 8,246 $ 11,280 $ 4,928 $ 6,614 $ 13,404 |
Schedule of Stock option grant | 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 Net loss per share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at June 30, 2019 are as follows: Warrants to purchase common stock 27,093,334 Unvested restricted stock units 1,049,237 Options to purchase common stock 392,188 Total 28,534,759 |
Schedule of deferred tax liability | The following is a rollforward of the Company’s deferred tax liability from February 19, 2019 to June 30, 2019 (in thousands): Balance - February 19, 2019 $ (39,908) Income tax benefit (associated with the amortization of intangible assets) 1,670 Balance - June 30, 2019 $ (38,238) |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combination | |
Business Consideration Paid and Issued [Table Text Block] | The following is a summary of consideration paid and issued to each Acquired Company (in thousands): Adjusted Deferred Cash Stock Contingent Net Tax Consideration Consideration Consideration Total Assets Goodwill Intangibles 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. Accordingly, such allocations are considered preliminary and may change within the permissible measurement period, not to exceed one year. (in thousands): 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) Capital lease obligations - current portion — (139) — — — — (139) Contract and other long-term liabilities (60) (1,646) (56) — — — (1,762) Capital 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 |
Intangible Assets (Successor) (
Intangible Assets (Successor) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets (Successor) | |
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 June 30, 2019 for the Successor (in thousands): Intangible Asset Amortization for the Period February 19,2019 Economic Gross Through Life (Years) Bonfire CityBase eCivis OpenCounter Questica Sherpa Total June 30,2019 Net Total Patents / Developed Technology 8 $ 10,197 $ 31,789 $ 3,637 $ 5,469 $ 6,090 $ 1,140 $ 58,322 $ 2,653 $ 55,669 Trade Names / Trademarks 1 - 10 3,491 8,038 2,573 1,217 1,880 306 17,505 735 16,770 Customer Relationships 10 8,723 7,840 6,641 3,678 25,721 3,396 55,999 2,032 53,967 Non-Compete Agreements 3 257 488 146 107 130 72 1,200 145 1,055 $ 22,668 $ 48,155 $ 12,997 $ 10,471 $ 33,821 $ 4,914 $ 133,026 $ 5,565 $ 127,461 |
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): Six months ended December 31, 2019 $ 7,658 Year ended December 31, 2020 15,052 Year ended December 31, 2021 15,010 Year ended December 31, 2022 15,010 Year ended December 31, 2023 15,010 Year ended December 31, 2024 15,010 Thereafter 44,711 $ 127,461 |
Share-Based Compensation Stoc_2
Share-Based Compensation Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-Based Compensation Stock Options | |
Summary of stock option activity | A summary of stock option activity is as follows: Weighted Average Weighted Remaining Total Average Contractual Intrinsic Number of Exercise Life Value Shares Price (in years) (in thousands) Outstanding as of February 18, 2019 — $ — — $ — Granted 408,667 1.82 8.1 — Exercised (284) 1.16 — — Forfeited/expired (16,195) 1.16 — — Outstanding as of June 30, 2019 392,188 $ 1.85 8.5 $ 1,962 Options vested and exercisable 169,813 $ 1.49 8.5 $ 910 |
Summary of restricted stock units | A summary of the Company's restricted stock units and related information is as follows: Weighted Average Number of Shares Grant Price Unvested as of as of January 1, 2019 — $ — Granted 1,049,237 9.53 Unvested as of June 30, 2019 1,049,237 $ 9.53 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Schedule Of Quantitative Information Related To Operating Leases [Table Text Block] | Three Months Ended June 30, 2019 (Successor Period) Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 106 $ 155 $ 77 $ 35 $ 373 Variable lease cost — — — — — Operating lease expense 106 155 77 35 373 Short-term lease rent expense — — — — — Total rent expense $ 106 $ 155 $ 77 $ 35 $ 373 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 105 $ 162 $ 77 $ 34 $ 378 Right-of-use assets exchanged for operating lease liabilities $ — $ — $ — $ — $ — Weighted-average remaining lease term – operating leases 3.3 2.5 3.2 3.1 2.7 Weighted-average discount rate – operating leases 10.0 % 10.0 % 8.0 % 4.8 % 9.2 % Six Months Ended June 30, 2019 (Successor/Predecessor Period) Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 210 $ 311 $ 154 $ 68 $ 743 Variable lease cost — — — — — Operating lease expense 210 311 154 68 743 Short-term lease rent expense — — — — — Total rent expense $ 210 $ 311 $ 154 $ 68 $ 743 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 207 $ 323 $ 154 $ 67 $ 751 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 2.7 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 June 30, 2019, future minimum lease payments under non-cancellable operating are as follows (in thousands): Bonfire CityBase eCivis Questica Total Six months ended December 31, 2019 $ 218 $ 327 $ 154 $ 71 $ 770 Year Ended December 31, 2020 448 662 309 78 1,497 Year Ended December 31, 2021 464 458 309 58 1,289 Year Ended December 31, 2022 238 — 129 60 427 Year Ended December 31, 2023 — — — 15 15 Total 1,368 1,447 901 282 3,998 Less present value discount (193) (157) (100) (26) (476) Operating lease liabilities $ 1,175 $ 1,290 $ 801 $ 256 $ 3,522 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting | |
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 Three Months Ended June 30, 2019 Total revenue $ — $ 785 $ 2,147 $ 1,154 $ 395 $ 2,359 $ 1,406 $ — $ 8,246 Cost of goods sold — 259 1,318 427 122 550 255 — 2,931 Loss from operations (1,308) (3,864) (4,559) (768) (507) (708) 466 — (11,247) Successor February 19, 2019 through June 30, 2019 Total revenue $ — $ 1,211 $ 3,083 $ 1,562 $ 522 $ 3,228 $ 1,674 $ — $ 11,280 Cost of goods sold — 366 2,211 633 158 813 326 — 4,507 Loss from operations (19,548) (6,277) (8,467) (1,902) (749) (12,074) (2,698) — (51,715) Predecessor January 1, 2019 through February 18, 2019 Total revenue $ — $ 593 $ 820 $ 673 $ 298 $ 1,913 $ 631 $ — $ 4,928 Cost of goods sold — 124 746 267 51 296 130 — 1,614 Loss from operations — (741) (1,499) (265) 46 550 354 — (1,555) Predecessor Three Months Ended June 30, 2018 Total revenue $ — $ 751 $ 1,197 $ 1,360 $ 429 $ 2,570 $ 307 $ — $ 6,614 Cost of goods sold — 190 897 438 115 495 39 — 2,174 Loss from operations — (1,307) (2,421) (140) 78 420 12 — (3,358) Predecessor Six Months Ended June 30, 2018 Total revenue $ — $ 1,410 $ 2,442 $ 2,495 $ 820 $ 5,163 $ 1,074 $ — $ 13,404 Cost of goods sold — 338 1,798 826 238 960 113 — 4,273 Loss from operations — (2,094) (4,194) (377) 2 982 517 — (5,164) Successor As of June 30, 2019 Goodwill $ — $ 81,964 $ 119,740 $ 47,398 $ 22,525 $ 57,478 $ 3,497 $ — $ 332,602 Assets 402,358 108,337 166,800 61,310 31,889 92,627 7,029 (366,052) 504,298 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) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Going Concern and Liquidity | |||
Retained Earnings (Accumulated Deficit) | $ (39,812) | $ (39,812) | $ (39,812) |
Net Income (Loss) Attributable to Parent | $ (10,402) | (50,454) | $ (50,454) |
Net Cash Provided by (Used in) Operating Activities | $ (43,972) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Jun. 30, 2019USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 68,502 |
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 | 68,502 |
Contingent Consideration Current [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 12,169 |
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 | 12,169 |
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 - Change in Level 3 liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended |
Feb. 18, 2019 | Jun. 30, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Of Contingent Consideration Liability | $ 14 | |
Fair Value Adjustments Of Contingent Consideration | $ 2,685 | 68,502 |
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 - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |
Feb. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | $ 8,246 | $ 11,280 | |||
Predecessor [Member] | |||||
Revenues | $ 4,928 | $ 6,614 | $ 13,404 | ||
Subscription and Circulation [Member] | |||||
Revenues | 5,456 | 7,473 | |||
Subscription and Circulation [Member] | Predecessor [Member] | |||||
Revenues | 3,253 | 4,892 | 9,268 | ||
Professional Services [Member] | |||||
Revenues | 2,116 | 2,838 | |||
Professional Services [Member] | Predecessor [Member] | |||||
Revenues | 1,269 | 1,453 | 3,235 | ||
License [Member] | |||||
Revenues | 663 | 958 | |||
License [Member] | Predecessor [Member] | |||||
Revenues | 383 | 269 | 796 | ||
Asset Sales [Member] | |||||
Revenues | $ 11 | $ 11 | |||
Asset Sales [Member] | Predecessor [Member] | |||||
Revenues | $ 23 | $ 0 | $ 105 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Stock option grant (Details) | Feb. 19, 2019$ / shares |
Summary of Significant Accounting Policies | |
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 - Net loss per share (Details) | 6 Months Ended |
Jun. 30, 2019shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,534,759 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,093,334 |
Restricted Stock Units (RSUs) [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,049,237 |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 392,188 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred tax liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Summary of Significant Accounting Policies | ||
Balance as of February 19, 2019 | $ (39,908) | |
Income tax benefit (associated with the amortization of intangible assets) | $ 1,670 | 1,670 |
Balance as of June 30, 2019 | $ (38,238) | $ (38,238) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Additinal information (Details) - USD ($) | Feb. 28, 2019 | Mar. 31, 2019 | Feb. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2019 |
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | |||||||
Operating Lease, Right-of-Use Asset | 3,221,000 | 3,221,000 | 3,221,000 | |||||||
Operating Lease, Liability | 3,522,000 | 3,522,000 | $ 3,522,000 | |||||||
Contract with Customer, Liability, Revenue Recognized | 3,900,000 | $ 3,300,000 | $ 7,200,000 | |||||||
Depreciation | 185,000 | |||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||||||
Allowance for Doubtful Accounts Receivable, Current | $ 0 | |||||||||
Deferred Tax Liabilities, Net | $ 39,908,000 | $ 38,238,000 | $ 38,238,000 | $ 38,238,000 | ||||||
Successor [Member] | ||||||||||
Concentration Risk, Percentage | 66.00% | 66.00% | 66.00% | |||||||
Contract with Customer, Liability, Revenue Recognized | $ 5,600,000 | |||||||||
Predecessor [Member] | ||||||||||
Operating Lease, Right-of-Use Asset | $ 0 | |||||||||
Contract with Customer, Liability, Revenue Recognized | $ 2,200,000 | |||||||||
Depreciation | $ 177,000 | $ 151,000 | ||||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment, Useful Life | 15 years | |||||||||
Minimum [Member] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Sales Revenue, Net [Member] | ||||||||||
Concentration Risk, Percentage | 90.00% | |||||||||
Sales Revenue, Net [Member] | Professional Services [Member] | ||||||||||
Concentration Risk, Percentage | 26.00% | 25.00% | ||||||||
Sales Revenue, Net [Member] | License [Member] | ||||||||||
Concentration Risk, Percentage | 8.00% | 8.00% | 8.00% | |||||||
Accounts Receivable [Member] | UNITED STATES | ||||||||||
Concentration Risk, Percentage | 0.00% | |||||||||
Accounts Receivable [Member] | CANADA | ||||||||||
Concentration Risk, Percentage | 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 - Summary
Business Combination - Summary of consideration paid (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 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 |
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 |
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 |
Business Combination - Prelimin
Business Combination - Preliminary allocation of consideration (Details) $ in Thousands | Jun. 30, 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) |
Capital lease obligations - current portion | (139) |
Contract and other long-term liabilities | (1,762) |
Capital 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 |
Capital lease obligations - current portion | 0 |
Contract and other long-term liabilities | (60) |
Capital 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 |
Capital lease obligations - current portion | (139) |
Contract and other long-term liabilities | (1,646) |
Capital 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) |
Capital lease obligations - current portion | 0 |
Contract and other long-term liabilities | (56) |
Capital 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) |
Capital lease obligations - current portion | 0 |
Contract and other long-term liabilities | 0 |
Capital 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) |
Capital lease obligations - current portion | 0 |
Contract and other long-term liabilities | 0 |
Capital 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 |
Capital lease obligations - current portion | 0 |
Contract and other long-term liabilities | 0 |
Capital 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 - Addition
Business Combination - Additional information (Details) - USD ($) | Feb. 19, 2019 | Feb. 12, 2019 | Feb. 12, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 12, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 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 | |||||||
Share Price | $ 12 | $ 7.70 | $ 7.70 | $ 7.70 | $ 7.70 | ||||
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 | |||||||
Dividends unpaid per share | $ 10 | $ 7.72 | $ 7.72 | $ 7.72 | $ 7.72 | ||||
Weighted average price | 5 days | ||||||||
Number of shares redeemed | 500,000 | ||||||||
Common stock conversion | $ 3,900,000 | ||||||||
Cash transferred | $ 1,300,000 | ||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | ||||||||
Temporary Equity Number Of Shares Redeemed | 500,000 | 0 | 500,000 | 500,000 | 500,000 | ||||
Business Combination, Acquisition Related Costs | $ (2,280,000) | $ 32,749,000 | |||||||
Business Acquisition, Transaction Costs | $ 32,700,000 | $ 32,700,000 | $ 32,700,000 | $ 32,700,000 | |||||
Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Share Price | $ 20 | $ 20 | $ 20 | $ 20 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
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 | ||||||||
Dividends unpaid per share | $ 10 | ||||||||
Temporary Equity Number Of Shares Redeemed | 525,060 | ||||||||
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 | $ 12 | $ 12 | $ 12 | |||||
Escrow Deposit | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||
Common Stock Held in Escrow | 800,000 | 800,000 | 800,000 | 800,000 | |||||
Dividends Payable, Amount Per Share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||
Questica Acquisition [Member] | Before Sixty Days [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Temporary Equity Value Of Shares Redeemed | $ 5,000,000 | ||||||||
Conversion price | $ 7.72 | $ 7.72 | $ 7.72 | $ 7.72 | |||||
Questica Acquisition [Member] | After Sixty Days [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Temporary Equity Value Of Shares Redeemed | $ 5,000,000 | ||||||||
Dividends unpaid per share | $ 10 | $ 10 | $ 10 | ||||||
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 | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Finite-Lived Intangible Assets, Gross | $ 133,026 | $ 133,026 | $ 133,026 |
Amortization of Intangible Assets | 3,872 | 5,565 | |
Finite-Lived Intangible Assets, Net | 127,461 | 127,461 | 127,461 |
Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 5,565 | ||
Patents And Development Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 58,322 | 58,322 | 58,322 |
Finite-Lived Intangible Assets, Net | 55,669 | 55,669 | $ 55,669 |
Patents And Development Technology [Member] | Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 2,653 | ||
Patents And Development Technology [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||
Trade Names And Trade Marks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 17,505 | 17,505 | $ 17,505 |
Finite-Lived Intangible Assets, Net | 16,770 | 16,770 | $ 16,770 |
Trade Names And Trade Marks [Member] | Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 735 | ||
Trade Names And Trade Marks [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 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 | $ 55,999 |
Finite-Lived Intangible Assets, Net | 53,967 | 53,967 | $ 53,967 |
Customer Relationships [Member] | Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 2,032 | ||
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 | $ 1,200 |
Finite-Lived Intangible Assets, Net | 1,055 | 1,055 | 1,055 |
Noncompete Agreements [Member] | Successor [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 145 | ||
Bonfire [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 22,668 | 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 | 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 | 3,491 |
Bonfire [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 8,723 | 8,723 | 8,723 |
Bonfire [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 257 | 257 | 257 |
CityBase [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 48,155 | 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 | 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 | 8,038 |
CityBase [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 7,840 | 7,840 | 7,840 |
CityBase [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 488 | 488 | 488 |
eCivis [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 12,997 | 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 | 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 | 2,573 |
eCivis [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 6,641 | 6,641 | 6,641 |
eCivis [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 146 | 146 | 146 |
Open Counter [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 10,471 | 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 | 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 | 1,217 |
Open Counter [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 3,678 | 3,678 | 3,678 |
Open Counter [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 107 | 107 | 107 |
Questica [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 33,821 | 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 | 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 | 1,880 |
Questica [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 25,721 | 25,721 | 25,721 |
Questica [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 130 | 130 | 130 |
Sherpa [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 4,914 | 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 | 1,140 |
Sherpa [Member] | Trade Names And Trade Marks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 306 | 306 | 306 |
Sherpa [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 3,396 | 3,396 | 3,396 |
Sherpa [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 72 | $ 72 | $ 72 |
Intangible Assets (Successor) -
Intangible Assets (Successor) - Estimated aggregate amortization expense (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Intangible Assets (Successor) | |
Six months ended December 31, 2019 | $ 7,658 |
Year ended December 31, 2020 | 15,052 |
Year ended December 31, 2021 | 15,010 |
Year ended December 31, 2022 | 15,010 |
Year ended December 31, 2023 | 15,010 |
Year ended December 31, 2024 | 15,010 |
Thereafter | 44,711 |
Total | $ 127,461 |
Intangible Assets (Successor)_3
Intangible Assets (Successor) - Additional infromation (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended |
Feb. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Amortization of Intangible Assets | $ 3,872 | $ 5,565 | ||
Predecessor [Member] | ||||
Amortization of Intangible Assets | $ 32 | $ 99 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 13, 2019 | Aug. 08, 2018 | Jun. 30, 2019 | 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 | |||
Debt Instrument, Face Amount | $ 1,000,000 | |||
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 $1.0 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 | |||
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 Stoc_3
Share-Based Compensation Stock Options (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 4 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | Feb. 17, 2019 | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | |
Share-Based Compensation Stock Options | ||||
Number of Shares, Outstanding as of February 18, 2019 | shares | 0 | |||
Number of Shares, Granted | shares | 408,667 | 408,667 | ||
Number of Shares, Exercised | shares | (117) | (284) | 0 | |
Number of Shares, Forfeited/expired | shares | (16,195) | |||
Number of Shares, Outstanding as of June 30, 2019 | shares | 392,188 | 392,188 | 392,188 | |
Number of Shares, Options vested and exercisable | shares | 169,813 | 169,813 | 169,813 | |
Weighted Average Exercise Price, Outstanding as of February 18, 2019 | $ 0 | |||
Weighted Average Exercise Price, Granted | 1.82 | |||
Weighted Average Exercise Price, Exercised | 1.16 | |||
Weighted Average Exercise Price, Forfeited/expired | 1.16 | |||
Weighted Average Exercise Price, Outstanding as of June 30, 2019 | $ 1.85 | 1.85 | $ 1.85 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 1.49 | $ 1.49 | $ 1.49 | |
Weighted Average Remaining Contractual Life (in years) | 0 years | 8 years 6 months | ||
Weighted Average Remaining Contractual Life (in years), Granted | 8 years 1 month 6 days | |||
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 June 30, 2019 | $ | $ 1,962 | $ 1,962 | $ 1,962 | |
Total Intrinsic Value, Options vested and exercisable | $ | $ 910 | $ 910 | $ 910 |
Share-Based Compensation Stoc_4
Share-Based Compensation Stock Options - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | May 17, 2019 | Jun. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Number of Shares, Unvested as of January 1, 2019 | 0 | |
Number of Shares, Granted | 1,049,237 | 1,049,237 |
Number of Shares, Unvested as of June 30, 2019 | 1,049,237 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted Average Grant Price, Unvested as of January 1, 2019 | $ 0 | |
Weighted Average Grant Price, Granted | 9.53 | |
Weighted Average Grant Price, Unvested as of June 30, 2019 | $ 9.53 |
Share-Based Compensation Stoc_5
Share-Based Compensation Stock Options - Additional information (Details) - USD ($) | May 17, 2019 | Feb. 28, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2019 | Feb. 19, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 408,667 | 408,667 | ||||||
Average closing price | $ 7.70 | $ 7.70 | $ 7.70 | $ 7.70 | $ 12 | |||
Allocated Share-based Compensation Expense | $ (1,760,000) | $ 2,311,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | 1,500,000 | ||||
Share based Compensation Arrangement by Sharebased Payment Award Options Grants in Period Fair Value | $ 3,600,000 | |||||||
Minimum [Member] | ||||||||
Average closing price | $ 20 | $ 20 | $ 20 | $ 20 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,049,237 | 1,049,237 | ||||||
Allocated Share-based Compensation Expense | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 9,800,000 | 9,800,000 | $ 9,800,000 | $ 9,800,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 1 year 6 months | |||||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||
Performance Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 758,550 | |||||||
Allocated Share-based Compensation Expense | 0 | |||||||
Successor [Member] | ||||||||
Allocated Share-based Compensation Expense | $ 1,500,000 | $ 2,100,000 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Operating leases | ||
Operating lease cost | $ 373 | $ 743 |
Variable lease cost | 0 | |
Operating lease expense | 373 | 743 |
Short-term lease rent expense | 0 | |
Total rent expense | 373 | 743 |
Operating cash flows from operating leases | $ 378 | 751 |
Right-of-use assets exchanged for operating lease liabilities | $ 4,042 | |
Weighted-average remaining lease term - operating leases | 2 years 8 months 12 days | 2 years 8 months 12 days |
Weighted-average discount rate - operating leases | 9.20% | 9.20% |
Bonfire [Member] | ||
Operating leases | ||
Operating lease cost | $ 106 | $ 210 |
Variable lease cost | 0 | |
Operating lease expense | 106 | 210 |
Short-term lease rent expense | 0 | |
Total rent expense | 106 | 210 |
Operating cash flows from operating leases | $ 105 | 207 |
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 | $ 155 | $ 311 |
Variable lease cost | 0 | |
Operating lease expense | 155 | 311 |
Short-term lease rent expense | 0 | |
Total rent expense | 155 | 311 |
Operating cash flows from operating leases | $ 162 | 323 |
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 | $ 154 |
Variable lease cost | 0 | |
Operating lease expense | 77 | 154 |
Short-term lease rent expense | 0 | |
Total rent expense | 77 | 154 |
Operating cash flows from operating leases | $ 77 | 154 |
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 | $ 35 | $ 68 |
Variable lease cost | 0 | |
Operating lease expense | 35 | 68 |
Short-term lease rent expense | 0 | |
Total rent expense | 35 | 68 |
Operating cash flows from operating leases | $ 34 | 67 |
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 - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Six months ended December 31, 2019 | $ 770 |
Year Ended December 31, 2020 | 1,497 |
Year Ended December 31, 2021 | 1,289 |
Year Ended December 31, 2022 | 427 |
Year Ended December 31, 2023 | 15 |
Total | 3,998 |
Less present value discount | (476) |
Operating lease liabilities | 3,522 |
Bonfire [Member] | |
Six months ended December 31, 2019 | 218 |
Year Ended December 31, 2020 | 448 |
Year Ended December 31, 2021 | 464 |
Year Ended December 31, 2022 | 238 |
Year Ended December 31, 2023 | 0 |
Total | 1,368 |
Less present value discount | (193) |
Operating lease liabilities | 1,175 |
CityBase [Member] | |
Six months ended December 31, 2019 | 327 |
Year Ended December 31, 2020 | 662 |
Year Ended December 31, 2021 | 458 |
Year Ended December 31, 2022 | 0 |
Year Ended December 31, 2023 | 0 |
Total | 1,447 |
Less present value discount | (157) |
Operating lease liabilities | 1,290 |
eCivis [Member] | |
Six months ended December 31, 2019 | 154 |
Year Ended December 31, 2020 | 309 |
Year Ended December 31, 2021 | 309 |
Year Ended December 31, 2022 | 129 |
Year Ended December 31, 2023 | 0 |
Total | 901 |
Less present value discount | (100) |
Operating lease liabilities | 801 |
Questica [Member] | |
Six months ended December 31, 2019 | 71 |
Year Ended December 31, 2020 | 78 |
Year Ended December 31, 2021 | 58 |
Year Ended December 31, 2022 | 60 |
Year Ended December 31, 2023 | 15 |
Total | 282 |
Less present value discount | (26) |
Operating lease liabilities | $ 256 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases | |
Operating Lease, Liability | $ 3,522 |
Operating Lease, Right-of-Use Asset | $ 3,221 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($)employee$ / sharesshares | Apr. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Feb. 19, 2019$ / shares | Feb. 12, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | |||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 52,520,612 | 52,520,612 | 52,520,612 | 52,520,612 | |||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | 52,155,614 | 52,155,614 | 52,155,614 | 52,155,614 | |||||
Warrants and Rights Outstanding | $ | $ 27,093,334 | $ 27,093,334 | $ 27,093,334 | $ 27,093,334 | |||||
Debt Instrument, Face Amount | $ | $ 1,000,000 | ||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | ||||||||
Temporary Equity Number Of Shares Redeemed | 500,000 | 0 | 500,000 | 500,000 | 500,000 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 7.72 | $ 7.72 | $ 7.72 | $ 7.72 | $ 10 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||
Stock Repurchased During Period, Value | $ | $ 2,413,000 | $ 3,413,000 | |||||||
Gain (Loss) From Repurchase Of Shares | $ | (904,000) | $ (904,000) | |||||||
Stock Issued During Period, Private Placement of Common Stock | $ | $ 25,500,000 | $ 25,450,000 | $ 25,450,000 | ||||||
Share Price | $ / shares | $ 7.70 | $ 7.70 | $ 7.70 | $ 7.70 | $ 12 | ||||
Number of Bonfire Employees | employee | 2 | ||||||||
Payments of Stock Issuance Costs | $ | $ 1,500,000 | ||||||||
Difference of Acquistion Redemption Shares Price and Previously Agreed Redemption Price | $ | $ 700,000 | ||||||||
Cashless Stock Options Exercised | 284 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 117 | 284 | 0 | ||||||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ | $ 3,900,000 | $ 3,900,000 | $ 3,900,000 | $ 3,900,000 | |||||
Temporary Equity Value in Cash | $ | 1,300,000 | ||||||||
Temporary Equity, Accretion to Redemption Value | $ | $ 200,000 | ||||||||
Warrants and Rights Redemption Price Per Share | 0.01 | ||||||||
Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Share Price | $ / shares | $ 20 | $ 20 | $ 20 | $ 20 | |||||
Sale of Stock, Price Per Share | $ / shares | $ 18 | ||||||||
Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
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 | 11,073,040 | 11,073,040 | |||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.29 | $ 10.29 | $ 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 | $ / shares | $ 0.50 | ||||||||
Warrants Stated Or Par Value Per Warrant | $ / shares | 1 | ||||||||
Treasury Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Repurchased During Period, Value | $ | $ 2,600,000 | $ 2,413,000 | $ 3,413,000 | ||||||
Stock Repurchased During Period, Shares | 264,998 | ||||||||
Stock Repurchased During Period, Value At Stock Price | $ | $ 2,400,000 | ||||||||
Gain (Loss) From Repurchase Of Shares | $ | $ 200,000 | ||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 3,500,000 | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Issued | 0 | ||||||||
Common Stock, Shares, Outstanding | 0 | 100,000 | |||||||
Temporary Equity Number Of Shares Redeemed | 20,289,478 | 20,289,478 | 20,289,478 | 20,289,478 | |||||
Stock Repurchased During Period, Value | $ | $ 0 | ||||||||
Stock Issued During Period, Private Placement of Common Stock | $ | $ 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||||||||
Temporary Equity Value Of Number Of Shares Redeemed | $ | $ 114,000,000 | $ 114,000,000 | $ 114,000,000 | $ 114,000,000 | |||||
Temporary Equity Number of Shares Transferred to Permanent Equity | 9,216,438 | 9,216,438 | 9,216,438 | 9,216,438 | |||||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ | $ 88,900,000 | $ 88,900,000 | $ 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 | $ / shares | $ 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 | $ / shares | $ 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] | |||||||||
Stock Repurchased During Period, Value | $ | $ 0 | ||||||||
Stock Issued During Period, Private Placement of Common Stock | $ | $ 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 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 | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Feb. 18, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Total revenues | $ 8,246 | $ 11,280 | ||||
Cost of revenues | 2,931 | 4,507 | ||||
Loss from operations | (11,247) | (51,715) | ||||
Goodwill | 332,602 | 332,602 | ||||
Assets | 504,298 | 504,298 | ||||
Corporate Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | |||||
Cost of revenues | 0 | |||||
Loss from operations | (1,308) | |||||
Bonfire [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 785 | |||||
Cost of revenues | 259 | |||||
Loss from operations | (3,864) | |||||
CityBase [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 2,147 | |||||
Cost of revenues | 1,318 | |||||
Loss from operations | (4,559) | |||||
eCivis [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,154 | |||||
Cost of revenues | 427 | |||||
Loss from operations | (768) | |||||
Open Counter [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 395 | |||||
Cost of revenues | 122 | |||||
Loss from operations | (507) | |||||
Questica [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 2,359 | |||||
Cost of revenues | 550 | |||||
Loss from operations | (708) | |||||
Sherpa [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,406 | |||||
Cost of revenues | 255 | |||||
Loss from operations | 466 | |||||
Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | |||||
Cost of revenues | 0 | |||||
Loss from operations | 0 | |||||
Successor [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 11,280 | |||||
Cost of revenues | 4,507 | |||||
Loss from operations | (51,715) | |||||
Goodwill | 332,602 | 332,602 | ||||
Assets | 504,298 | 504,298 | ||||
Successor [Member] | Corporate Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | |||||
Cost of revenues | 0 | |||||
Loss from operations | (19,548) | |||||
Goodwill | 0 | 0 | ||||
Assets | 402,358 | 402,358 | ||||
Successor [Member] | Bonfire [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,211 | |||||
Cost of revenues | 366 | |||||
Loss from operations | (6,277) | |||||
Goodwill | 81,964 | 81,964 | ||||
Assets | 108,337 | 108,337 | ||||
Successor [Member] | CityBase [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 3,083 | |||||
Cost of revenues | 2,211 | |||||
Loss from operations | (8,467) | |||||
Goodwill | 119,740 | 119,740 | ||||
Assets | 166,800 | 166,800 | ||||
Successor [Member] | eCivis [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,562 | |||||
Cost of revenues | 633 | |||||
Loss from operations | (1,902) | |||||
Goodwill | 47,398 | 47,398 | ||||
Assets | 61,310 | 61,310 | ||||
Successor [Member] | Open Counter [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 522 | |||||
Cost of revenues | 158 | |||||
Loss from operations | (749) | |||||
Goodwill | 22,525 | 22,525 | ||||
Assets | 31,889 | 31,889 | ||||
Successor [Member] | Questica [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 3,228 | |||||
Cost of revenues | 813 | |||||
Loss from operations | (12,074) | |||||
Goodwill | 57,478 | 57,478 | ||||
Assets | 92,627 | 92,627 | ||||
Successor [Member] | Sherpa [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,674 | |||||
Cost of revenues | 326 | |||||
Loss from operations | (2,698) | |||||
Goodwill | 3,497 | 3,497 | ||||
Assets | 7,029 | 7,029 | ||||
Successor [Member] | Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | |||||
Cost of revenues | 0 | |||||
Loss from operations | 0 | |||||
Goodwill | 0 | 0 | ||||
Assets | $ (366,052) | $ (366,052) | ||||
Predecessor [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | $ 4,928 | $ 6,614 | $ 13,404 | |||
Cost of revenues | 1,614 | 2,174 | 4,273 | |||
Loss from operations | (1,555) | (3,358) | (5,164) | |||
Goodwill | $ 2,518 | |||||
Assets | 29,568 | |||||
Predecessor [Member] | Corporate Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | |||
Cost of revenues | 0 | 0 | 0 | |||
Loss from operations | 0 | 0 | 0 | |||
Goodwill | 0 | |||||
Assets | 0 | |||||
Predecessor [Member] | Bonfire [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 593 | 751 | 1,410 | |||
Cost of revenues | 124 | 190 | 338 | |||
Loss from operations | (741) | (1,307) | (2,094) | |||
Goodwill | 0 | |||||
Assets | 6,329 | |||||
Predecessor [Member] | CityBase [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 820 | 1,197 | 2,442 | |||
Cost of revenues | 746 | 897 | 1,798 | |||
Loss from operations | (1,499) | (2,421) | (4,194) | |||
Goodwill | 123 | |||||
Assets | 7,215 | |||||
Predecessor [Member] | eCivis [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 673 | 1,360 | 2,495 | |||
Cost of revenues | 267 | 438 | 826 | |||
Loss from operations | (265) | (140) | (377) | |||
Goodwill | 585 | |||||
Assets | 2,621 | |||||
Predecessor [Member] | Open Counter [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 298 | 429 | 820 | |||
Cost of revenues | 51 | 115 | 238 | |||
Loss from operations | 46 | 78 | 2 | |||
Goodwill | 0 | |||||
Assets | 316 | |||||
Predecessor [Member] | Questica [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 1,913 | 2,570 | 5,163 | |||
Cost of revenues | 296 | 495 | 960 | |||
Loss from operations | 550 | 420 | 982 | |||
Goodwill | 1,810 | |||||
Assets | 11,710 | |||||
Predecessor [Member] | Sherpa [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 631 | 307 | 1,074 | |||
Cost of revenues | 130 | 39 | 113 | |||
Loss from operations | 354 | 12 | 517 | |||
Goodwill | 0 | |||||
Assets | 1,377 | |||||
Predecessor [Member] | Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | |||
Cost of revenues | 0 | 0 | 0 | |||
Loss from operations | $ 0 | $ 0 | $ 0 | |||
Goodwill | 0 | |||||
Assets | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Infomation (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Sales Revenue, Net [Member] | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 90.00% |