Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | GTY Technology Holdings Inc. | |
Entity Central Index Key | 0001682325 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 53,592,831 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |
Current assets: | ||
Cash and cash equivalents | $ 8,116 | $ 8,374 |
Accounts receivable, net | 8,299 | 9,184 |
Prepaid expenses and other current assets | 4,037 | 3,047 |
Total current assets | 20,452 | 20,605 |
Property and equipment, net | 4,617 | 3,185 |
Right of use assets | 5,154 | 5,876 |
Intangible assets, net | 112,115 | 115,788 |
Goodwill | 286,635 | 286,635 |
Other assets | 2,393 | 2,304 |
Total assets | 431,366 | 434,393 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,213 | 8,443 |
Contract liabilities - current portion | 15,836 | 17,346 |
Financing lease obligations - current portion | 565 | 555 |
Lease liability - current portion | 1,780 | 1,851 |
Contingent consideration - current portion | 12,685 | 12,680 |
Term loan, net | 11,542 | |
Total current liabilities | 50,621 | 40,875 |
Contract and other long-term liabilities | 1,708 | 1,264 |
Deferred tax liability | 16,274 | 20,276 |
Financing lease obligations - less current portion | 615 | 811 |
Lease liability - less current portion | 3,683 | 4,311 |
Contingent consideration - less current portion | 41,230 | 41,233 |
Total liabilities | 114,131 | 108,770 |
Commitments and contingencies | ||
Shareholders' equity (deficit): | ||
Common stock | 5 | 5 |
Exchangeable shares | 43,220 | 45,681 |
Additional paid in capital | 377,572 | 369,756 |
Accumulated other comprehensive income | 2,419 | 370 |
Treasury stock | (5,174) | (5,174) |
Accumulated deficit | (100,807) | (85,015) |
Total shareholders' equity | 317,235 | 325,623 |
Total liabilities and shareholders’ equity | $ 431,366 | $ 434,393 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Revenues | $ 3,034 | $ 4,928 | $ 11,276 |
Cost of revenues | 1,576 | 1,614 | 4,527 |
Gross Profit | 1,458 | 3,314 | 6,749 |
Operating expenses | |||
Sales and marketing | 1,378 | 1,394 | 4,854 |
General and administrative | 2,319 | 1,749 | 7,449 |
Research and development | 1,472 | 1,580 | 3,798 |
Amortization of intangible assets | 1,693 | 32 | 3,673 |
Acquisition costs | 35,029 | 151 | |
Restructuring charges | 3,466 | ||
Change in fair value of contingent consideration | 35 | (37) | 29 |
Total operating expenses | 41,926 | 4,869 | 23,269 |
Loss from operations | (40,468) | (1,555) | (16,520) |
Other income (expense) | |||
Interest income (expense) | 421 | (170) | (236) |
Loss from repurchase of shares | (2,056) | ||
Other income (loss) | (5) | 12 | 499 |
Total other expense, net | 416 | (158) | (1,793) |
Loss before income taxes | (40,052) | (1,713) | (18,313) |
Benefit from income taxes | 2,521 | ||
Net loss | $ (40,052) | (1,713) | $ (15,792) |
Net loss per share, basic and diluted | $ (0.83) | $ (0.30) | |
Weighted average common shares outstanding, basic and diluted | 48,462 | 52,575 | |
Other comprehensive loss | |||
Foreign currency translation gain | $ 2,049 | ||
Total other comprehensive loss | 2,049 | ||
Comprehensive loss | $ (40,052) | $ (1,713) | $ (13,743) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | Exchange shares - series CExchangeable Shares [Member] | Common Stock [Member] | Exchangeable Shares [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||
Balance at Dec. 31, 2018 | $ (37,142,000) | |||||||||
Net loss | (1,713,000) | |||||||||
Share-based compensation | 61,000 | |||||||||
Stock option exercises | 13,000 | |||||||||
Shareholders'/Members' equity activity | 5,629,000 | |||||||||
Balance at Feb. 18, 2019 | (33,152,000) | |||||||||
Balance (in shares) at Feb. 18, 2019 | 898,984 | 13,568,821 | ||||||||
Balance at Dec. 31, 2018 | $ (37,142,000) | |||||||||
Measurement period adjustment to Common Stock issued for acquisitions (in shares) | 4,150 | |||||||||
Measurement period adjustment to Common Stock issued for acquisitions | $ 41,500 | |||||||||
Common Stock repurchases | $ (2,600,000) | |||||||||
Common Stock repurchases (in shares) | (266,366) | |||||||||
Common stock redeemed, Shares | 100,000 | |||||||||
Balance at Dec. 31, 2019 | $ 45,681,000 | $ 5,000 | $ 369,756,000 | $ (5,174,000) | $ (85,015,000) | $ 370,000 | $ 325,623,000 | |||
Balance (in shares) at Dec. 31, 2019 | 5,568,096 | 52,303,862 | ||||||||
Purchase Accounting Stockholders Equity | $ 1,000 | 4,999,000 | $ 5,000,000 | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |||||||||
Balance at Feb. 18, 2019 | $ (33,152,000) | |||||||||
Balance (in shares) at Feb. 18, 2019 | 898,984 | 13,568,821 | ||||||||
Net loss | (40,052,000) | (40,052,000) | ||||||||
Ordinary shares no longer subject to possible redemption | $ 1,000 | 88,912,000 | 88,913,000 | |||||||
Ordinary shares no longer subject to possible redemption (in shares) | 9,216,438 | |||||||||
Private placement of Class A shares, net of costs | $ 2,000 | 125,256,000 | 125,258,000 | |||||||
Private placement of Class A shares, net of costs (in shares) | 12,863,098 | |||||||||
Exchange of shares in GTY Merger | $ (3,000) | $ (1,000) | $ 4,000 | |||||||
Exchange of shares in GTY Merger (in shares) | (22,978,520) | (13,568,821) | 36,547,341 | |||||||
Common stock issued for acquisitions | $ 1,000 | 119,730,000 | 119,731,000 | |||||||
Common stock issued for acquisitions (in shares) | 11,973,154 | |||||||||
Shares convertible into Common Stock issued for acquisitions | $ 47,617,000 | 47,617,000 | ||||||||
Shares convertible into Common Stock issued for acquisitions (in shares) | 5,761,741 | |||||||||
Share-based compensation | 551,000 | 551,000 | ||||||||
Common stock redeemed, Amount | (1,000,000) | (1,000,000) | ||||||||
Common stock redeemed, Shares | (100,000) | |||||||||
Balance at Mar. 31, 2019 | $ 5,000 | $ 47,617,000 | 333,449,000 | (35,053,000) | $ 346,018,000 | |||||
Balance (in shares) at Mar. 31, 2019 | 48,420,495 | 5,761,741 | ||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |||||||||
Balance at Dec. 31, 2019 | $ 45,681,000 | $ 5,000 | 369,756,000 | (5,174,000) | (85,015,000) | 370,000 | $ 325,623,000 | |||
Balance (in shares) at Dec. 31, 2019 | 5,568,096 | 52,303,862 | ||||||||
Net loss | (15,792,000) | (15,792,000) | ||||||||
Exchangeable shares converted to Common Stock | $ (2,461,000) | 2,461,000 | ||||||||
Currency translation gain | 2,049,000 | 2,049,000 | ||||||||
Share-based compensation | 3,295,000 | 3,295,000 | ||||||||
Share Redemption Incremental Shares Issued (in shares) | 334,254 | |||||||||
Share Redemption value | 2,056,000 | 2,056,000 | ||||||||
Stock option exercises | 4,000 | $ 4,000 | ||||||||
Stock option exercises (in shares) | 3,699 | 112,526 | ||||||||
Exchangeable shares converted to Common Stock (in shares) | (246,097) | 246,097 | ||||||||
Vested and settled restricted shares (in shares) | 31,250 | |||||||||
Balance at Mar. 31, 2020 | $ 43,220,000 | $ 5,000 | $ 377,572,000 | $ (5,174,000) | $ (100,807,000) | $ 2,419,000 | $ 317,235,000 | |||
Balance (in shares) at Mar. 31, 2020 | 5,321,999 | 52,919,162 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Cash flows from operating activities: | |||
Net loss | $ (40,052) | $ (1,713) | $ (15,792) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 79 | 177 | 54 |
Amortization of intangible assets | 1,693 | 32 | 3,673 |
Amortization of right of use assets | 262 | 165 | 431 |
Share-based compensation | 551 | 61 | 3,295 |
Deferred income tax benefit | (2,521) | ||
Loss on issuance of shares | 2,056 | ||
Amortization of deferred debt issuance costs | 66 | ||
Bad debt expense | 9 | 6 | 69 |
Foreign exchange loss on payment of vested options | 17 | ||
Change in fair value of contingent consideration | 35 | (37) | 29 |
Change in fair value of warrant liability | (18) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,164) | 2,190 | 522 |
Prepaid expenses and other assets | (617) | 202 | (1,122) |
Accounts payable and accrued liabilities | 13,916 | (781) | (546) |
Contract and other long-term liabilities | (42) | ||
Lease liabilities | (441) | ||
Net cash (used in) provided by operating activities | (25,271) | 284 | (10,269) |
Cash flows from investing activities: | |||
Proceeds from cash held in trust | 217,642 | ||
Proceeds from the sales of marketable securities | 1,531 | ||
Acquisitions, net of cash acquired | (179,008) | ||
Capital expenditures | (6) | (15) | (1,111) |
Net cash (used in) provided by investing activities | 38,628 | 1,516 | (1,111) |
Cash flows from financing activities: | |||
Proceeds from borrowings, net of issuance costs | 35 | 11,476 | |
Repayments of borrowings | (640) | (69) | |
Contingent consideration payments | (27) | ||
Stock options exercises | 13 | 4 | |
Member distribution | (500) | ||
Redemption of Class A Ordinary Shares | (113,982) | ||
Common stock redeemed | (1,000) | ||
Proceeds received from private placement of Class A shares, net of costs | 125,258 | ||
Proceeds from disposal of fixed assets | 1 | ||
Repayments of finance lease obligations | (20) | (19) | (136) |
Net cash provided by (used in) financing activities | 9,616 | (539) | 11,317 |
Effect of foreign currency on cash | (78) | (721) | (195) |
Net change in cash and cash equivalents | 22,895 | 540 | (258) |
Cash and cash equivalents, beginning of period | 52 | 8,374 | |
Cash and cash equivalents, end of period | 22,947 | 52 | 8,116 |
Cash - beginning of the year | 14,469 | 13,929 | 8,374 |
Cash - end of the year | $ 14,469 | 8,116 | |
Noncash Investing Activity: | |||
Purchases of property and equipment included in accounts payable | $ 382 | ||
Shares issued for the Acquisition | 172,349 | ||
Reduction in convertible note liability | $ 1,000,000 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2020 | |
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 warrants on the Nasdaq Capital Market (“NASDAQ”) under the symbols “GTYH” and “GTYHW,” respectively. As of June 2019, the Company’s warrants are no longer listed on any exchange. 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 strategic sourcing and procurement software, serving customers in 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 offers implementation and premium support 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, which 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, cost allocation plan consulting and cost recovery services. 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 budgeting software that supports the unique requirements of the public sector. 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 United States 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 then engage its consulting services to configure the software and receive training on how to manage the software going forward. Following implementation, customers continue to use the software in exchange for maintenance or subscription fees. |
Going Concern and Liquidity
Going Concern and Liquidity | 3 Months Ended |
Mar. 31, 2020 | |
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 $10 0.8 million at March 31, 2020, a net loss of approximately $15. 8 million and approximately $ 10.3 million net cash used in operating activities for the three months ended March 31, 2020. 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 revenues; 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 Quarterly Report on Form 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 revenues. 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. Management is currently evaluating the impact of the COVID-19 pandemic on its industry and has concluded that, while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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 (“GAAP”) for interim financial information. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with 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, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020. 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”) and (ii) the periods after consummation of the Acquisition, which includes the period after the Closing Date to March 31, 2019 (“2019 Successor Period) and the three months ended March 31, 2020. 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 (as defined in Note 11. Shareholders’ Equity) investments and transaction expenses, were nominal. The Company believes that Predecessor activities related to investments, intangible assets, share-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 three months ended March 31, 2020 and 2019 Successor Period condensed consolidated financial statements include all accounts of the Company and its subsidiaries. The 2019 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. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with 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, the useful lives of intangible assets, share-based compensation, contingent consideration and the valuation allowance of deferred tax assets resulting from net operating losses. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020. Fair Value (Successor) The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value . · Level 1 — uses quoted prices in active markets for identical assets or liabilities. · Level 2 — uses observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. · Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. The Company’s only material financial instruments carried at fair value as of March 31, 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and are as follows (in thousands): Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable March 31, Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,685 $ — $ — $ 12,685 Contingent consideration – long term 41,230 — — 41,230 Total liabilities measured at fair value $ 53,915 $ — $ — $ 53,915 There were no transfers made among the three levels in the fair value hierarchy during the three months ended March 31, 2020. 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 December 31, 2019 to March 31, 2020 were as follows (in thousands): Contingent consideration – December 31, 2019 $ 53,913 Change in fair value of contingent consideration 29 Payments of contingent consideration (27) Contingent consideration – March 31, 2020 $ 53,915 The change in fair value of contingent consideration was due to the attainment of certain milestones by Questica and Sherpa. 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, and term loan 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. Disaggregation of Revenues Successor Predecessor February 19, 2019 January 1, 2019 Three Months Ended through through March 31, March 31, February 18, 2020 2020 2020 Subscriptions, support and maintenance $ 7,724 $ 2,018 $ 3,253 Professional services 3,169 721 1,269 License 383 295 383 Asset sales — — 23 Total revenues $ 11,276 $ 3,034 $ 4,928 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. Revenues are 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 revenues 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 on-premise support or maintenance pertaining to license sales. Revenues from on-premise support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 68%, 67% and 66% of total revenues for the three months ended March 31, 2020, the 2019 Successor Period and the 2019 Predecessor Period, respectively. Professional services . The Company’s professional services contracts generate revenues on a time and materials or fixed fee 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. Training revenues are recognized as the services are performed. Revenues from professional services comprised approximately 28%, 24% and 26% of total revenues for the three months ended March 31, 2020, the 2019 Successor Period and the 2019 Predecessor 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 3%, 10% and 8% of total revenues for the three months ended March 31, 2020, the 2019 Successor Period and the 2019 Successor Period, respectively. 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 March 31, 2020, the 2019 Successor Period and the 2019 Predecessor Period. Restructuring charges On March 30, 2020, the Company implemented a global restructuring plan which resulted in an approximate 10% reduction of the Company’s workforce. This action was intended to streamline the Company’s operational reporting and reduce operating cash outflows. The Company recorded pre-tax restructuring charges of approximately $3.5 million which is comprised of one-time employee termination benefits paid over a weighted average period of approximately 10 months. Approximately $3.5 million was included in accounts payable and accrued expenses in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2020. Net Loss per Share Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share of common stock is computed similar to basic net income per share of common stock 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 three months ended March 31, 2020 and during the 2019 Successor Period, diluted and basic loss per share are the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2020 are as follows: Warrants to purchase common stock 27,093,334 Unvested restricted stock units 4,022,110 Options to purchase common stock 261,027 Total 31,376,471 Income Taxes In determining the quarterly benefit from income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% as a result of state taxes, foreign taxes and changes in the Company’s valuation allowance for domestic income taxes. For the quarter ended March 31, 2020, the Company recorded a $2.5 million benefit from income taxes. During the 2019 Successor Period and 2019 Predecessor Period, the Company did not record a provision or benefit from income taxes. Recently Adopted Accounting Pronouncements On January 1, 2020, we adopted Accounting Standards Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. On January 1, 2020, we adopted 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 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. The adoption of new standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. ASU 2019-12 is effective for us in the first quarter of fiscal 2022. The Company has not determined the impact of this guidance on its financial statements. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2020 | |
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 merger 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 (the “Bonfire Exchangco Shares”) were subject to transfer restrictions for one year following the business combination. 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. For the year ended December 31, 2019, 193,645 shares of the Bonfire Exchangeco Shares were converted into the Company’s common stock on a one-for-one basis. The Bonfire Exchangeco Shares were subject to the transfer restrictions described above, and the common stock issued for these shares were subject to the same transfer restrictions, discussed above. For the year ended December 31, 2019, the Company recorded a measurement period adjustment for the decrease in aggregate consideration of $0.1 million relating to the settlement of the working capital adjustment in accordance with the Bonfire Agreement. 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. For the year ended December 31, 2019, the Company recorded measurement period adjustments for (i) the increase in the aggregate consideration of $0.2 million relating to the settlement of the working capital adjustment in accordance with the CityBase Agreement, and (ii) the conversion of $0.04 million of stock consideration to cash consideration for the correction of an investor’s status to a non-accredited investor. 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 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 were subject to transfer restrictions for one year. 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. For the year ended December 31, 2019, the Company recorded a measurement period adjustment for the increase in aggregate consideration of $0.5 million relating to the settlement of the working capital adjustment in accordance with the eCivis Agreement and the eCivis Letter Agreement. 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 (the “OC Redeemable Shares”). 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. 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 were subject to transfer restrictions for one year. 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 Sherpa Holders. The following is a summary of the initial consideration paid and issued to each Acquired Company (in thousands): Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net 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 Open Counter 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 During the year ended December 31, 2019, the Company made the Measurement Period Adjustments that resulted in (i) an increase in the aggregate consideration of the Acquisition of $0.4 million relating to the settlement of the working capital adjustments, (ii) the conversion of $0.04 million of stock consideration to cash consideration for the correction of an investor’s status to a non-accredited investor, and (iii) a decrease in intangible assets $4.4 million, (iv) a decrease in contingent consideration as a result of the Acquisition of $7.5 million and (v) a decrease in the related deferred tax liability of $11.0 million due to updated information regarding facts and circumstances which existed as of the date of the business combination. The Measurement Period Adjustments resulted in a net decrease to goodwill of $13.8 million. The following table is a summary of the measurement period adjustments to consideration paid and issued to each Acquired Company (in thousands): Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ (97) $ — $ — $ (97) $ — $ (299) $ 202 $ — CityBase 246 (42) (7,535) (7,331) — (13,384) (2,241) (8,294) eCivis 481 — — 481 — 990 (1,071) (562) Open Counter — — — — — (568) (139) (707) Questica — — — — — 492 (492) — Sherpa (214) — — (214) — (1,000) (688) (1,474) Total $ 416 $ (42) $ (7,535) $ (7,161) $ — $ (13,769) $ (4,429) $ (11,037) The following table is a summary of the final consideration paid and issued to each Acquired Company including the Measurement Period Adjustments (in thousands): Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ 50,971 $ 50,078 (1) $ 325 $ 101,374 $ 3,639 $ 81,665 $ 22,870 $ 6,800 CityBase 64,507 41,518 40,875 146,900 782 106,357 45,914 6,153 eCivis 18,073 31,256 5,859 55,188 (1,788) 48,387 11,926 3,337 Open Counter 10,958 17,455 — 28,413 (1,441) 21,956 10,332 2,434 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,971 33,329 10,147 Sherpa 4,891 1,000 1,898 7,789 1,066 2,497 4,226 — Total $ 193,894 $ 172,307 $ 58,268 $ 424,469 $ 5,910 $ 318,833 $ 128,597 $ 28,871 (1) Includes $21.6 million of convertible stock consideration (2) Includes $31.0 million of convertible stock consideration The following table represents the final allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values, including the Measurement Period Adjustments discussed above (in thousands): Bonfire CityBase eCivis Open Counter Questica Sherpa Total Cash $ 4,641 $ 2,191 $ 136 $ 107 $ 6,762 $ 632 $ 14,469 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 22,870 45,914 11,926 10,332 33,329 4,226 128,597 Goodwill 81,665 106,357 48,387 21,956 57,971 2,497 318,833 Accounts payable and accrued expenses (1,085) (1,192) (586) (124) (909) (188) (4,084) Contract liabilities (1,221) (816) (1,635) (483) (2,774) — (6,929) Lease liability - short term (366) — — — (296) — (662) Deferred tax liability (6,800) (6,153) (3,337) (2,434) (10,147) — (28,871) 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 — — (790) — (1,237) — (2,027) Total consideration $ 101,374 $ 146,900 $ 55,188 $ 28,413 $ 84,805 $ 7,789 $ 424,469 Transaction Costs Transaction costs incurred by the Company associated with the Acquisition were $37.0 million from February 19, 2019 through December 31, 2019. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Intangible Assets | Note 5. Intangible Assets The Company recognized goodwill and certain identifiable intangible assets in connection with business combinations. See Note 4. Identifiable intangible assets consist of the following as of March 31, 2020 for the Successor (in thousands): March 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (8,368) $ 51,716 Trade Names / Trademarks 16,348 (2,012) 14,336 Customer Relationships 51,003 (5,671) 45,332 Non-Compete Agreements 1,162 (431) 731 Total $ 128,597 $ (16,482) $ 112,115 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (6,496) $ 53,588 Trade Names / Trademarks 16,348 (1,579) 14,769 Customer Relationships 51,003 (4,400) 46,603 Non-Compete Agreements 1,162 (334) 828 Total $ 128,597 $ (12,809) $ 115,788 Amortization expense recognized by the Company related to intangible assets for the three months ended March 31, 2020 and the 2019 Successor Period was $3.7 million and $1.7 million, respectively. Amortization expense recognized during the 2019 Predecessor Period was $0.03 million. The estimated aggregate future amortization expense for intangible assets is as follows (in thousands): Nine months ended December 31, 2020 $ 11,008 Year ended December 31, 2021 14,611 Year ended December 31, 2022 14,276 Year ended December 31, 2023 14,224 Year ended December 31, 2024 14,263 Thereafter 43,733 $ 112,115 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | Note 6. Related Party Transactions Convertible Note On August 8, 2018, GTY Cayman issued the Convertible Note to GTY Investors, LLC (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. 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 amounts due from the Sponsor (see “Agreements and Arrangements with Certain Institutional Investors”) and, as of March 31, 2020, there was no amount outstanding under the Convertible Note. 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”). The holder of Outstanding Cayman Shares which were converted into shares of the Company’s common stock on the Closing Date on a one-for-one basis is entitled to put such shares to the Sponsor and the Founders 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 such 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 per share 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 were obligated to reimburse the holders of an additional 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 of the Sponsor. During the Q1 2019 Successor Period, the Company, on behalf of the Sponsor, 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”). During the year ended December 31, 2019, the Sponsor reimbursed the Company for the remaining $3.0 million for such losses on the Outstanding Class A Shares. As of March 31, 2020, such shares are no longer guaranteed by the Founders or the Company. |
Share-Based Compensation Stock
Share-Based Compensation Stock Options | 3 Months Ended |
Mar. 31, 2020 | |
Share-Based Compensation Stock Options | |
Share-Based Compensation Stock Options | Note 7. Share-Based Compensation Stock Options In connection with the Acquisition, 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 Average Contractual Total Number of Exercise Life (in Intrinsic Shares Price years) Value Outstanding as of December 31, 2019 274,559 $ 2.14 7.9 $ 1,293 Granted — — — — Exercised (3,699) 1.16 Forfeited/expired (9,833) 1.16 Outstanding as of March 31, 2020 261,027 $ 2.19 7.7 $ 1,216 Options vested and exercisable 124,188 $ 2.14 7.6 $ 585 For the three months ended March 31, 2020 and the period from February 19, 2019 to March 31, 2020, the Company recorded approximately $0. 1 million and $0. 6 million, respectively, of share-based compensation expense related to the options. As of March 31, 2020, the Company has $0. 8 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 Since the Acquisition, the Company has issued 5,283,430 restricted stock units (“RSUs”) to employees. 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. 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 December 31, 2019 3,278,324 $ 6.55 Granted 1,803,236 6.01 Vested (480,733) 5.43 Forfeited/expired (578,717) 5.64 Unvested as of March 31, 2020 4,022,110 $ 6.58 For the three months ended March 31, 2020, the Company recorded approximately $3. 2 million of share-based compensation expense related to the RSUs. As of March 31, 2020, the Company had unrecognized share-based compensation expense related to all unvested restricted stock units of $12.9 million. The weighted average remaining contractual term of unvested RSUs is approximately 1.7 1 years at March 31, 2020. 1,798,629 of the RSUs granted above contain performance conditions subject to achieving segment specific revenue and profitability metrics. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
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. At March 31, 2020, the Company had operating lease liabilities of approximately $5. 5 million and right of use assets of approximately $5. 2 million, which are included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 105 $ 153 $ 77 $ 215 $ 550 Variable lease cost — — — — — Operating lease expense 105 153 77 215 550 Short-term lease rent expense — — — — — Total rent expense $ 105 $ 153 $ 77 $ 215 $ 550 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 108 $ 164 $ 77 $ 100 $ 449 Right-of-use assets exchanged for operating lease liabilities $ — $ — $ — $ — $ — Weighted-average remaining lease term – operating leases 2.2 1.7 2.1 10.4 6.5 Weighted-average discount rate – operating leases 9.9 % 10.0 % 8.0 % 4.8 % 6.8 % As of March 31, 2020, future minimum lease payments under non-cancellable operating are as follows (in thousands): Bonfire CityBase eCivis Questica Total Year Ended December 31, 2020 $ 315 $ 498 $ 232 $ 284 $ 1,329 Year Ended December 31, 2021 472 458 309 380 1,619 Year Ended December 31, 2022 239 — 128 381 748 Year Ended December 31, 2023 — — — 340 340 Year Ended December 31, 2024 — — — 326 326 Thereafter — — — 2,238 2,238 Total 1,026 956 669 3,949 6,600 Less present value discount (122) (74) (57) (884) (1,137) Operating lease liabilities $ 904 $ 882 $ 612 $ 3,065 $ 5,463 |
Term Loan
Term Loan | 3 Months Ended |
Mar. 31, 2020 | |
Term Loan | |
Term Loan | Note 9. Term Loan On February 14, 2020, the Company entered into an unsecured term loan credit facility that provides for borrowing of term loans in an aggregate principal amount of $12.0 million. The credit facility has a maturity date of twelve months from the borrowing date of the term loans. On the closing date, the Company fully drew on the credit facility net of deferred issuance costs of $0.5 million. The $0.5 million of deferred issuance costs included $0.3 million of fees to be applied against interest and $0.2 million of other issuance costs. Amounts outstanding under the credit facility bear interest from the date the term loans were first made until the last day of the fiscal month immediately following the six month anniversary of such initial borrowing date at a rate per annum equal to twelve percent. Commencing on the first day of each fiscal month thereafter, the interest rate has increased and shall increase by one percent per annum until the term loans have been paid in full and all commitments under the credit agreement have terminated. For the three months ended March 31, 2020, the Company recognized $207,000 of interest expense under the credit facility and amortized $45,000 of debt issuance costs associated with interest and $21,000 associated with other issuance costs. At March 31, 2020, the Company had approximately $162,000 of accrued interest which is included in accounts payable and accrued expenses in the condensed consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 10. 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 Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company. On November 19, 2018, the Company commenced a lawsuit against OpenGov, Inc. (“OpenGov”) in the United States District Court for the Southern District of New York captioned GTY Technology Holdings Inc. et al. v. OpenGov, Inc., No. 18-cv-10854 (the “New York Action”), and on November 20, 2018, OpenGov commenced a lawsuit against the Company, GTY Cayman, GTY Technology Merger Sub, Inc., GTY Investors, LLC, Mr. You, Mr. Rohleder and Does 1-50 in the Superior Court of the State of California in and for the County of San Mateo captioned OpenGov, Inc. v. GTY Technology Holdings Inc. et al., No. 18-cv-06264 (the “California Action”). On February 19, 2020, the parties to the New York Action and the California Action entered into a settlement agreement (the “Settlement Agreement”) to resolve all the pending claims in the New York Action and the California Action, without any admission or concession of wrongdoing by the Company or other defendants. Pursuant to the Settlement Agreement, the Company paid OpenGov $3.3 million, net of amounts paid by the Company’s insurers, in exchange for a full and complete release of all claims that were or could have been asserted in the New York Action and the California Action. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scope and terms to customers, vendors, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor have it been sued in connection with these indemnification arrangements. As of March 31, 2020, and December 31, 2019, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is not probable or reasonably estimable. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Shareholders’ Equity | |
Shareholders’ Equity | Note 11. Shareholders’ Equity Initial Public Offering Redemption Shares In connection with a shareholder meeting called to approve the business combination, the Company provided the holders of its then outstanding Class A ordinary shares sold in the Company’s initial public offering (the “public shareholders”) with the opportunity to redeem all or a portion of their public shares. The public shareholders were entitled to redeem their public shares for a pro rata portion of the remaining balance in the trust account established in connection with the Company’s initial public offering for the benefit of the Company’s public shareholders and into which substantially all of the proceeds from the initial public offering were deposited (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 Cayman 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 Cayman 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 Cayman 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 Cayman 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 Cayman) 231,179 Class B ordinary 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 $0.3 million 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 ordinary shares of GTY Cayman were exchanged for an aggregate of 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 (as adjusted by the Measurement Period Adjustment below), of which 3,937,907 were 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 of the Company. The Exchange Shares are recorded as shares of common stock 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. In April 2019, 193,645 shares of the Bonfire Exchangeco Shares were converted into the Company’s Common Stock on a one-for-one basis (see Note 4). During the year ended December 31, 2019, there was a Measurement Period Adjustment to change $41,500, or 4,150 shares, of stock consideration to cash consideration (see Note 4). During the year-ended December 31, 2019, the option to redeem 3,155,961 shares from the acquisition of CityBase was not exercised and expired and the 100,000 OC Redeemable Shares were redeemed. As of March 31, 2019, 525,060 shares of the Acquisition Redemption Shares, resulting from the Redeemable Shares from the acquisition of eCivis, remained redeemable at the option of the Company. The Redeemable Shares from the acquisition of eCivis require the Company to simultaneously redeem additional shares (equal to 40% of the number of Redeemable Shares being redeemed). If the Redeemable Shares were not redeemed by February 12, 2020 and are not redeemed by February 12, 2021, respectively, the Company was and will be required to issue additional shares, as calculated based on the number of outstanding Redeemable Shares. On February 20, 2020, the Company issued 334,254 of these additional shares with respect to the February 12, 2020 deadline and recorded a loss of $2.1 million. In March 2020, 246,097 shares of the Bonfire Exchangeco Shares were converted into the Company common stock on a one-for-one basis. Common Stock – GTY is 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 from repurchase of shares 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. For the three months ended March 31, 2020, Bonfire employees exercised 112,526 stock options for the issuance of shares of common stock. See Note 7. In July 2019, in accordance with the eCivis Agreement and the eCivis Letter Agreement, the Company repurchased 250,000 shares of common stock for $2.5 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 $1.7 million, and the remaining $0.8 million is included in Loss from repurchase of shares in the condensed consolidated statements of operations and comprehensive loss. In December 2019 and March 2020, 97,595 and 31,250 shares of common stock were issued for the vesting of RSUs, respectively. Share Repurchases In March 2019, the Company redeemed 100,000 shares of common stock, the OC Redeemable Shares (See Note 4), for a promissory note in the principal amount of $1,000,000, which was subsequently repaid in March 2019, and included these in Treasury Stock in the accompanying condensed consolidated balance sheets. In July 2019, in accordance with the eCivis Agreement and the eCivis Letter Agreement, the Company repurchased 250,000 shares of common stock (178,571 Redeemable Shares and 71,428 Additional Shares) for $2.5 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 $1.7 million, and the remaining $0.8 million is included in Loss from repurchase of shares in the condensed consolidated statements of operations and comprehensive loss. During the year ended December 31, 2019, the Company repurchased 266,366 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 from repurchase of shares in the condensed consolidated statements of operations and comprehensive loss. Preferred Shares – GTY is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. As of March 31, 2020, there were no preferred shares issued or outstanding. Warrants At March 31, 2020, 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 | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting | |
Segment Reporting | Note 12. Segment Reporting The Company conducts the business through the following six operating segments: Bonfire, CityBase, eCivis, Open Counter, Questica and Sherpa. The accounting policies of the operating segments are the same as those described in Note 3. Non-allocated interest expense and various other administrative costs are reflected in Corporate (GTY). 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 Open Counter Questica Sherpa Eliminations Total Successor Three Months Ended March 31, 2020 Total revenue $ — $ 1,656 $ 1,899 $ 1,465 $ 613 $ 3,917 $ 1,726 $ — $ 11,276 Cost of goods sold — 392 1,470 722 139 866 938 — 4,527 Loss from operations (5,520) (2,114) (6,352) (1,449) (886) (384) 185 — (16,520) Successor February 19, 2019 through March 31, 2019 Total revenue $ — $ 426 $ 936 $ 408 $ 127 $ 869 $ 268 — $ 3,034 Cost of goods sold — 107 893 206 36 263 71 — 1,576 Loss from operations (18,240) (2,413) (3,908) (1,134) (242) (11,366) (3,165) — (40,468) 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) Successor As of March 31, 2020 Goodwill $ — $ 68,744 $ 88,327 $ 47,140 $ 21,956 $ 57,971 $ 2,497 $ — $ 286,635 Assets 32,476 90,616 117,612 57,219 29,138 97,229 7,076 — 431,366 Successor As of December 31, 2019 Goodwill $ — $ 68,744 $ 88,327 $ 47,140 $ 21,956 $ 57,971 $ 2,497 $ — $ 286,635 Assets 25,899 92,803 122,851 59,456 29,995 97,013 6,376 — 434,393 Revenues from North America customers accounted for greater than 90% of the Company’s revenues for the periods presented. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | Note 13. Subsequent Events On April 24, 2020, the Company issued 336,965 shares of common stock to former shareholders of Sherpa to satisfy its obligations under the Purchase Agreement pertaining to the earnout obligations thereunder. In April and May 2020, the Company’s subsidiaries CityBase, eCivis, and Sherpa received $2.0 million, $0.9 million and $0.2 million, respectively, in loan proceeds from the Paycheck Protection Program (the “PPP”) administered by the Small Business Administration (the “SBA”) of the United States government. This program was established under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) which was created to provide fast and direct economic assistance for American workers and families, small businesses, and preserves jobs for American industries. The Company is using the funds to support its 181 US employees. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 (“GAAP”) for interim financial information. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with 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, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020. 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”) and (ii) the periods after consummation of the Acquisition, which includes the period after the Closing Date to March 31, 2019 (“2019 Successor Period) and the three months ended March 31, 2020. 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 (as defined in Note 11. Shareholders’ Equity) investments and transaction expenses, were nominal. The Company believes that Predecessor activities related to investments, intangible assets, share-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 three months ended March 31, 2020 and 2019 Successor Period condensed consolidated financial statements include all accounts of the Company and its subsidiaries. The 2019 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. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with 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, the useful lives of intangible assets, share-based compensation, contingent consideration and the valuation allowance of deferred tax assets resulting from net operating losses. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020. |
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 March 31, 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and are as follows (in thousands): Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable March 31, Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,685 $ — $ — $ 12,685 Contingent consideration – long term 41,230 — — 41,230 Total liabilities measured at fair value $ 53,915 $ — $ — $ 53,915 There were no transfers made among the three levels in the fair value hierarchy during the three months ended March 31, 2020. 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 December 31, 2019 to March 31, 2020 were as follows (in thousands): Contingent consideration – December 31, 2019 $ 53,913 Change in fair value of contingent consideration 29 Payments of contingent consideration (27) Contingent consideration – March 31, 2020 $ 53,915 The change in fair value of contingent consideration was due to the attainment of certain milestones by Questica and Sherpa. 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, and term loan 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. |
Disaggregation of Revenues | Disaggregation of Revenues Successor Predecessor February 19, 2019 January 1, 2019 Three Months Ended through through March 31, March 31, February 18, 2020 2020 2020 Subscriptions, support and maintenance $ 7,724 $ 2,018 $ 3,253 Professional services 3,169 721 1,269 License 383 295 383 Asset sales — — 23 Total revenues $ 11,276 $ 3,034 $ 4,928 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. Revenues are 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 revenues 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 on-premise support or maintenance pertaining to license sales. Revenues from on-premise support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 68%, 67% and 66% of total revenues for the three months ended March 31, 2020, the 2019 Successor Period and the 2019 Predecessor Period, respectively. Professional services . The Company’s professional services contracts generate revenues on a time and materials or fixed fee 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. Training revenues are recognized as the services are performed. Revenues from professional services comprised approximately 28%, 24% and 26% of total revenues for the three months ended March 31, 2020, the 2019 Successor Period and the 2019 Predecessor 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 3%, 10% and 8% of total revenues for the three months ended March 31, 2020, the 2019 Successor Period and the 2019 Successor Period, respectively. 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 March 31, 2020, the 2019 Successor Period and the 2019 Predecessor Period. |
Restructuring charges | Restructuring charges On March 30, 2020, the Company implemented a global restructuring plan which resulted in an approximate 10% reduction of the Company’s workforce. This action was intended to streamline the Company’s operational reporting and reduce operating cash outflows. The Company recorded pre-tax restructuring charges of approximately $3.5 million which is comprised of one-time employee termination benefits paid over a weighted average period of approximately 10 months. Approximately $3.5 million was included in accounts payable and accrued expenses in the Company’s unaudited condensed consolidated balance sheet as of March 31, 2020. |
Net Loss per Share | Net Loss per Share Net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share of common stock is computed similar to basic net income per share of common stock 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 three months ended March 31, 2020 and during the 2019 Successor Period, diluted and basic loss per share are the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2020 are as follows: Warrants to purchase common stock 27,093,334 Unvested restricted stock units 4,022,110 Options to purchase common stock 261,027 Total 31,376,471 |
Income Taxes | Income Taxes In determining the quarterly benefit from income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date loss, adjusted for discrete items arising in that quarter. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate of 21% as a result of state taxes, foreign taxes and changes in the Company’s valuation allowance for domestic income taxes. For the quarter ended March 31, 2020, the Company recorded a $2.5 million benefit from income taxes. During the 2019 Successor Period and 2019 Predecessor Period, the Company did not record a provision or benefit from income taxes. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2020, we adopted Accounting Standards Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. On January 1, 2020, we adopted 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 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. The adoption of new standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. ASU 2019-12 is effective for us in the first quarter of fiscal 2022. The Company has not determined the impact of this guidance on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of contingent consideration liabilities | The Company’s only material financial instruments carried at fair value as of March 31, 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and are as follows (in thousands): Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant Balance as of for Identical Observable Unobservable March 31, Assets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Contingent consideration – current $ 12,685 $ — $ — $ 12,685 Contingent consideration – long term 41,230 — — 41,230 Total liabilities measured at fair value $ 53,915 $ — $ — $ 53,915 |
Schedule of Changes in Level 3 liabilities | Changes in Level 3 liabilities measured at fair value from December 31, 2019 to March 31, 2020 were as follows (in thousands): Contingent consideration – December 31, 2019 $ 53,913 Change in fair value of contingent consideration 29 Payments of contingent consideration (27) Contingent consideration – March 31, 2020 $ 53,915 |
Schedule of Disaggregation of revenue | Successor Predecessor February 19, 2019 January 1, 2019 Three Months Ended through through March 31, March 31, February 18, 2020 2020 2020 Subscriptions, support and maintenance $ 7,724 $ 2,018 $ 3,253 Professional services 3,169 721 1,269 License 383 295 383 Asset sales — — 23 Total revenues $ 11,276 $ 3,034 $ 4,928 |
Schedule of Net loss per share | Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted loss per share at March 31, 2020 are as follows: Warrants to purchase common stock 27,093,334 Unvested restricted stock units 4,022,110 Options to purchase common stock 261,027 Total 31,376,471 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combination | |
Business Consideration Paid and Issued [Table Text Block] | The following is a summary of the initial consideration paid and issued to each Acquired Company (in thousands): Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net 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 Open Counter 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 is a summary of the measurement period adjustments to consideration paid and issued to each Acquired Company (in thousands): Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ (97) $ — $ — $ (97) $ — $ (299) $ 202 $ — CityBase 246 (42) (7,535) (7,331) — (13,384) (2,241) (8,294) eCivis 481 — — 481 — 990 (1,071) (562) Open Counter — — — — — (568) (139) (707) Questica — — — — — 492 (492) — Sherpa (214) — — (214) — (1,000) (688) (1,474) Total $ 416 $ (42) $ (7,535) $ (7,161) $ — $ (13,769) $ (4,429) $ (11,037) The following table is a summary of the final consideration paid and issued to each Acquired Company including the Measurement Period Adjustments (in thousands): Deferred Cash Stock Contingent Adjusted Tax Consideration Consideration Consideration Total Net Assets Goodwill Intangibles Liability Bonfire $ 50,971 $ 50,078 (1) $ 325 $ 101,374 $ 3,639 $ 81,665 $ 22,870 $ 6,800 CityBase 64,507 41,518 40,875 146,900 782 106,357 45,914 6,153 eCivis 18,073 31,256 5,859 55,188 (1,788) 48,387 11,926 3,337 Open Counter 10,958 17,455 — 28,413 (1,441) 21,956 10,332 2,434 Questica 44,494 31,000 (2) 9,311 84,805 3,652 57,971 33,329 10,147 Sherpa 4,891 1,000 1,898 7,789 1,066 2,497 4,226 — Total $ 193,894 $ 172,307 $ 58,268 $ 424,469 $ 5,910 $ 318,833 $ 128,597 $ 28,871 (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 final allocation of consideration to the assets acquired and liabilities assumed at their estimated acquisition-date fair values, including the Measurement Period Adjustments discussed above (in thousands): Bonfire CityBase eCivis Open Counter Questica Sherpa Total Cash $ 4,641 $ 2,191 $ 136 $ 107 $ 6,762 $ 632 $ 14,469 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 22,870 45,914 11,926 10,332 33,329 4,226 128,597 Goodwill 81,665 106,357 48,387 21,956 57,971 2,497 318,833 Accounts payable and accrued expenses (1,085) (1,192) (586) (124) (909) (188) (4,084) Contract liabilities (1,221) (816) (1,635) (483) (2,774) — (6,929) Lease liability - short term (366) — — — (296) — (662) Deferred tax liability (6,800) (6,153) (3,337) (2,434) (10,147) — (28,871) 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 — — (790) — (1,237) — (2,027) Total consideration $ 101,374 $ 146,900 $ 55,188 $ 28,413 $ 84,805 $ 7,789 $ 424,469 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company recognized goodwill and certain identifiable intangible assets in connection with business combinations. See Note 4. Identifiable intangible assets consist of the following as of March 31, 2020 for the Successor (in thousands): March 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (8,368) $ 51,716 Trade Names / Trademarks 16,348 (2,012) 14,336 Customer Relationships 51,003 (5,671) 45,332 Non-Compete Agreements 1,162 (431) 731 Total $ 128,597 $ (16,482) $ 112,115 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents / Developed Technology $ 60,084 $ (6,496) $ 53,588 Trade Names / Trademarks 16,348 (1,579) 14,769 Customer Relationships 51,003 (4,400) 46,603 Non-Compete Agreements 1,162 (334) 828 Total $ 128,597 $ (12,809) $ 115,788 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Nine months ended December 31, 2020 $ 11,008 Year ended December 31, 2021 14,611 Year ended December 31, 2022 14,276 Year ended December 31, 2023 14,224 Year ended December 31, 2024 14,263 Thereafter 43,733 $ 112,115 |
Share-Based Compensation Stoc_2
Share-Based Compensation Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-Based Compensation Stock Options | |
Summary of stock option activity | A summary of stock option activity is as follows: Weighted Average Weighted Remaining Average Contractual Total Number of Exercise Life (in Intrinsic Shares Price years) Value Outstanding as of December 31, 2019 274,559 $ 2.14 7.9 $ 1,293 Granted — — — — Exercised (3,699) 1.16 Forfeited/expired (9,833) 1.16 Outstanding as of March 31, 2020 261,027 $ 2.19 7.7 $ 1,216 Options vested and exercisable 124,188 $ 2.14 7.6 $ 585 |
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 December 31, 2019 3,278,324 $ 6.55 Granted 1,803,236 6.01 Vested (480,733) 5.43 Forfeited/expired (578,717) 5.64 Unvested as of March 31, 2020 4,022,110 $ 6.58 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule Of Quantitative Information Related To Operating Leases [Table Text Block] | The following summarizes quantitative information about the Company’s operating leases (dollars in thousands): Bonfire CityBase eCivis Questica Total Operating leases Operating lease cost $ 105 $ 153 $ 77 $ 215 $ 550 Variable lease cost — — — — — Operating lease expense 105 153 77 215 550 Short-term lease rent expense — — — — — Total rent expense $ 105 $ 153 $ 77 $ 215 $ 550 Bonfire CityBase eCivis Questica Total Operating cash flows from operating leases $ 108 $ 164 $ 77 $ 100 $ 449 Right-of-use assets exchanged for operating lease liabilities $ — $ — $ — $ — $ — Weighted-average remaining lease term – operating leases 2.2 1.7 2.1 10.4 6.5 Weighted-average discount rate – operating leases 9.9 % 10.0 % 8.0 % 4.8 % 6.8 % |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of March 31, 2020, future minimum lease payments under non-cancellable operating are as follows (in thousands): Bonfire CityBase eCivis Questica Total Year Ended December 31, 2020 $ 315 $ 498 $ 232 $ 284 $ 1,329 Year Ended December 31, 2021 472 458 309 380 1,619 Year Ended December 31, 2022 239 — 128 381 748 Year Ended December 31, 2023 — — — 340 340 Year Ended December 31, 2024 — — — 326 326 Thereafter — — — 2,238 2,238 Total 1,026 956 669 3,949 6,600 Less present value discount (122) (74) (57) (884) (1,137) Operating lease liabilities $ 904 $ 882 $ 612 $ 3,065 $ 5,463 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Open Counter Questica Sherpa Eliminations Total Successor Three Months Ended March 31, 2020 Total revenue $ — $ 1,656 $ 1,899 $ 1,465 $ 613 $ 3,917 $ 1,726 $ — $ 11,276 Cost of goods sold — 392 1,470 722 139 866 938 — 4,527 Loss from operations (5,520) (2,114) (6,352) (1,449) (886) (384) 185 — (16,520) Successor February 19, 2019 through March 31, 2019 Total revenue $ — $ 426 $ 936 $ 408 $ 127 $ 869 $ 268 — $ 3,034 Cost of goods sold — 107 893 206 36 263 71 — 1,576 Loss from operations (18,240) (2,413) (3,908) (1,134) (242) (11,366) (3,165) — (40,468) 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) Successor As of March 31, 2020 Goodwill $ — $ 68,744 $ 88,327 $ 47,140 $ 21,956 $ 57,971 $ 2,497 $ — $ 286,635 Assets 32,476 90,616 117,612 57,219 29,138 97,229 7,076 — 431,366 Successor As of December 31, 2019 Goodwill $ — $ 68,744 $ 88,327 $ 47,140 $ 21,956 $ 57,971 $ 2,497 $ — $ 286,635 Assets 25,899 92,803 122,851 59,456 29,995 97,013 6,376 — 434,393 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2019 | Feb. 18, 2020 | Feb. 18, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Going Concern and Liquidity | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Successor | |
Retained Earnings (Accumulated Deficit) | $ (100,807,000) | $ (85,015,000) | |||
Net Income (Loss) Attributable to Parent | $ (40,052,000) | $ (1,713,000) | (15,792,000) | ||
Net Cash Provided by (Used in) Operating Activities | (25,271,000) | $ 284,000 | $ (10,269,000) | ||
Aggregate principal amount | $ 1,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Fair Value, Measurements, Recurring [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | $ 53,915 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 53,915 |
Contingent Consideration Current [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 12,685 |
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 | 12,685 |
Contingent Consideration long term [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Financial Liabilities Fair Value Disclosure | 41,230 |
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 | $ 41,230 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Change in Level 3 liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Contingent consideration | $ 53,915 | $ 53,913 |
Change in fair value of contingent consideration | 29 | |
Payments of cintingent consideration | $ (27) | |
Fair Value Adjustments Of Contingent Consideration | $ 7,500 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 13 Months Ended | |
Mar. 31, 2019 | Feb. 18, 2020 | Feb. 18, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Successor | |
Revenues | $ 3,034 | $ 4,928 | $ 11,276 | $ 3,034 | |
Subscriptions, support and maintenance [Member] | |||||
Revenues | 3,253 | 7,724 | 2,018 | ||
Professional Services [Member] | |||||
Revenues | 1,269 | 3,169 | 721 | ||
License [Member] | |||||
Revenues | 383 | $ 383 | $ 295 | ||
Asset Sales [Member] | |||||
Revenues | $ 23 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Restructuring charges (Details) - USD ($) $ in Thousands | Mar. 20, 2020 | Mar. 31, 2020 |
Percentage of reduction in workforce | 10.00% | |
Restructuring charges | $ 3,500 | $ 3,466 |
Weighted average period in which one time employee benefits are paid | 10 months | |
Accounts Payable and Accrued Expenses | ||
Restructuring charges | $ 3,500 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Net loss per share (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,376,471 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,093,334 |
Restricted Stock Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,022,110 |
Employee Stock Option [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 261,027 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred tax liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Income tax benefit (associated with the amortization of intangible assets) | $ 2,521 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2019 | Feb. 18, 2020 | Feb. 18, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Successor | |
Operating Lease, Right-of-Use Asset | $ 5,154 | $ 5,876 | |||
Operating Lease, Liability | $ 5,463 | ||||
Concentration Risk, Percentage | 66.00% | 68.00% | 67.00% | ||
Increase in the aggregate consideration | $ 400 | ||||
Conversion of stock consideration to cash | $ 0.04 | ||||
Decrease in Contingent consideration | $ 7,500 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Recorded tax benefit | $ 2,500 | ||||
Sales Revenue, Net [Member] | |||||
Concentration Risk, Percentage | 90.00% | ||||
Sales Revenue, Net [Member] | Professional Services [Member] | |||||
Concentration Risk, Percentage | 24.00% | 28.00% | 26.00% | ||
Sales Revenue, Net [Member] | License [Member] | |||||
Concentration Risk, Percentage | 8.00% | 3.00% | 10.00% |
Business Combination - Summary
Business Combination - Summary of consideration paid (Details) - USD ($) $ in Thousands | Feb. 18, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Cash Consideration | $ 193,478 | $ 193,894 | ||
Stock Consideration | 172,349 | 172,307 | $ 21,600 | |
Contingent Consideration | 65,803 | 58,268 | ||
Total | 431,630 | 424,469 | ||
Adjusted Net Assets | 5,910 | 5,910 | ||
Intangible assets | 128,597 | 128,597 | ||
Goodwill | 332,602 | 318,833 | ||
Intangibles | 133,026 | (4,429) | ||
Deferred Tax Liability | 39,908 | 28,871 | ||
Aggregate consideration | (7,161) | |||
Decrease in Intangible assets | 133,026 | (4,429) | ||
Decrease in Contingent consideration | 7,500 | |||
Decrease in deferred tax liability | (11,037) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Cash consideration | 416 | |||
Stock consideration | (42) | |||
Contingent consideration | (7,535) | |||
Total | (7,161) | |||
Goodwill | (13,769) | |||
Intangibles | 133,026 | (4,429) | ||
Deferred Tax Liability | (11,037) | |||
Bonfire [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | 51,068 | 50,971 | ||
Stock Consideration | 50,078 | 50,078 | ||
Contingent Consideration | 325 | 325 | ||
Total | 101,471 | 101,374 | ||
Adjusted Net Assets | 3,639 | 3,639 | ||
Intangible assets | 22,870 | 22,870 | ||
Goodwill | 81,964 | 81,665 | ||
Intangibles | 22,668 | 202 | ||
Deferred Tax Liability | 6,800 | 6,800 | ||
Aggregate consideration | (97) | |||
Decrease in Intangible assets | 22,668 | 202 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Cash consideration | (97) | |||
Total | (97) | |||
Goodwill | (299) | |||
Intangibles | 22,668 | 202 | ||
CityBase holders [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | 64,261 | 64,507 | ||
Stock Consideration | 41,560 | 41,518 | ||
Contingent Consideration | 48,410 | 40,875 | ||
Total | 154,231 | 146,900 | ||
Adjusted Net Assets | 782 | 782 | ||
Intangible assets | 45,914 | 45,914 | ||
Goodwill | 119,741 | 106,357 | ||
Intangibles | 48,155 | (2,241) | ||
Deferred Tax Liability | 14,447 | 6,153 | ||
Aggregate consideration | (7,331) | |||
Decrease in Intangible assets | 48,155 | (2,241) | ||
Decrease in deferred tax liability | (8,294) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Cash consideration | 246 | |||
Stock consideration | (42) | |||
Contingent consideration | (7,535) | |||
Total | (7,331) | |||
Goodwill | (13,384) | |||
Intangibles | 48,155 | (2,241) | ||
Deferred Tax Liability | (8,294) | |||
eCivis [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | 17,592 | 18,073 | ||
Stock Consideration | 31,256 | 31,256 | ||
Contingent Consideration | 5,859 | 5,859 | ||
Total | 54,707 | 55,188 | ||
Adjusted Net Assets | (1,788) | (1,788) | ||
Intangible assets | 11,926 | 11,926 | ||
Goodwill | 47,397 | 48,387 | ||
Intangibles | 12,997 | (1,071) | ||
Deferred Tax Liability | 3,899 | 3,337 | ||
Aggregate consideration | 481 | |||
Decrease in Intangible assets | 12,997 | (1,071) | ||
Decrease in deferred tax liability | (562) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Cash consideration | 481 | |||
Total | 481 | |||
Goodwill | 990 | |||
Intangibles | 12,997 | (1,071) | ||
Deferred Tax Liability | (562) | |||
Open Counter [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | 10,958 | 10,958 | ||
Stock Consideration | 17,455 | 17,455 | ||
Total | 28,413 | 28,413 | ||
Adjusted Net Assets | (1,441) | (1,441) | ||
Intangible assets | 10,332 | 10,332 | ||
Goodwill | 22,524 | 21,956 | ||
Intangibles | 10,471 | (139) | ||
Deferred Tax Liability | 3,141 | 2,434 | ||
Decrease in Intangible assets | 10,471 | (139) | ||
Decrease in deferred tax liability | (707) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Goodwill | (568) | |||
Intangibles | 10,471 | (139) | ||
Deferred Tax Liability | (707) | |||
Questica [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | 44,494 | 44,494 | ||
Stock Consideration | 31,000 | 31,000 | 31,000 | |
Contingent Consideration | 9,311 | 9,311 | ||
Total | 84,805 | 84,805 | ||
Adjusted Net Assets | 3,652 | 3,652 | ||
Intangible assets | 33,329 | 33,329 | ||
Goodwill | 57,479 | 57,971 | ||
Intangibles | 33,821 | (492) | ||
Deferred Tax Liability | 10,147 | 10,147 | ||
Decrease in Intangible assets | 33,821 | (492) | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Goodwill | 492 | |||
Intangibles | 33,821 | (492) | ||
Sherpa [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash Consideration | 5,105 | 4,891 | ||
Stock Consideration | 1,000 | 1,000 | ||
Contingent Consideration | 1,898 | 1,898 | ||
Total | 8,003 | 7,789 | ||
Adjusted Net Assets | 1,066 | 1,066 | ||
Intangible assets | 4,226 | $ 4,226 | ||
Goodwill | 3,497 | 2,497 | ||
Intangibles | 4,914 | (688) | ||
Deferred Tax Liability | 1,474 | |||
Aggregate consideration | (214) | |||
Decrease in Intangible assets | 4,914 | (688) | ||
Decrease in deferred tax liability | (1,474) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | ||||
Cash consideration | (214) | |||
Total | (214) | |||
Goodwill | (1,000) | |||
Intangibles | $ 4,914 | (688) | ||
Deferred Tax Liability | $ (1,474) | |||
Convertible Stock [Member] | Bonfire [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Consideration | $ 21,600 | |||
Convertible Stock [Member] | Questica [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock Consideration | $ 31,000 |
Business Combination - Prelimin
Business Combination - Preliminary allocation of consideration (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 14,469 |
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 | 128,597 |
Goodwill | 318,833 |
Accounts payable and accrued expenses | (4,084) |
Contract liabilities | (6,929) |
Lease liability - short term | (662) |
Deferred tax liability | (28,871) |
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 | (2,027) |
Total Consideration | 424,469 |
Bonfire [Member] | |
Business Acquisition [Line Items] | |
Cash | 4,641 |
Accounts receivable, net | 323 |
Prepaid expense and other current assets | 607 |
Fixed assets | 118 |
Right of use assets | 1,315 |
Other assets | 369 |
Intangible assets | 22,870 |
Goodwill | 81,665 |
Accounts payable and accrued expenses | (1,085) |
Contract liabilities | (1,221) |
Lease liability - short term | (366) |
Deferred tax liability | (6,800) |
Contract and other long-term liabilities | (60) |
Lease liability - long term | (1,002) |
Total Consideration | 101,374 |
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 |
Other assets | 783 |
Intangible assets | 45,914 |
Goodwill | 106,357 |
Accounts payable and accrued expenses | (1,192) |
Contract liabilities | (816) |
Deferred tax liability | (6,153) |
Capital lease obligations - current portion | (139) |
Contract and other long-term liabilities | (1,646) |
Capital lease obligation, less current portion | (262) |
Total Consideration | 146,900 |
eCivis [Member] | |
Business Acquisition [Line Items] | |
Cash | 136 |
Accounts receivable, net | 720 |
Prepaid expense and other current assets | 340 |
Fixed assets | 56 |
Right of use assets | 901 |
Other assets | 30 |
Intangible assets | 11,926 |
Goodwill | 48,387 |
Accounts payable and accrued expenses | (586) |
Contract liabilities | (1,635) |
Deferred tax liability | (3,337) |
Other current liabilities | (3) |
Contract and other long-term liabilities | (56) |
Lease liability - long term | (901) |
Contingent consideration - pre-existing | (790) |
Total Consideration | 55,188 |
Open Counter [Member] | |
Business Acquisition [Line Items] | |
Cash | 107 |
Accounts receivable, net | 46 |
Fixed assets | 29 |
Intangible assets | 10,332 |
Goodwill | 21,956 |
Accounts payable and accrued expenses | (124) |
Contract liabilities | (483) |
Deferred tax liability | (2,434) |
Other current liabilities | (491) |
Long term debt | (525) |
Total Consideration | 28,413 |
Questica [Member] | |
Business Acquisition [Line Items] | |
Cash | 6,762 |
Accounts receivable, net | 1,257 |
Prepaid expense and other current assets | 77 |
Fixed assets | 182 |
Right of use assets | 296 |
Other assets | 1,061 |
Intangible assets | 33,329 |
Goodwill | 57,971 |
Accounts payable and accrued expenses | (909) |
Contract liabilities | (2,774) |
Lease liability - short term | (296) |
Deferred tax liability | (10,147) |
Other current liabilities | (767) |
Contingent consideration - pre-existing | (1,237) |
Total Consideration | 84,805 |
Sherpa [Member] | |
Business Acquisition [Line Items] | |
Cash | 632 |
Accounts receivable, net | 587 |
Prepaid expense and other current assets | 33 |
Fixed assets | 2 |
Intangible assets | 4,226 |
Goodwill | 2,497 |
Accounts payable and accrued expenses | (188) |
Total Consideration | $ 7,789 |
Business Combination - Addition
Business Combination - Additional information (Details) - USD ($) | Feb. 19, 2019 | Feb. 18, 2019 | Feb. 12, 2019 | Feb. 12, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2019 | Feb. 12, 2019 | Feb. 18, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 193,478,000 | $ 193,894,000 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 172,349,000 | 172,307,000 | $ 21,600,000 | ||||||||||
Business Acquisition, Share Price | $ 10 | $ 10 | $ 10 | ||||||||||
Percentage of Shares Redeemed | 40.00% | ||||||||||||
Common stock redeemed, Shares | 100,000 | ||||||||||||
Increase in the aggregate consideration | $ 400,000 | ||||||||||||
Business Combination Consideration In Conversion Stock | $ 0.04 | ||||||||||||
Share Price | $ 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 | ||||||||||||
Dividends unpaid per share | $ 10 | $ 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 | 0 | 0 | 500,000 | ||||||||||
Business Combination, Acquisition Related Costs | $ 35,029,000 | $ 151,000 | |||||||||||
Business Acquisition, Transaction Costs | $ 37,000,000 | $ 37,000,000 | |||||||||||
Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||
Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 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 | ||||||||||||
Decrease in the aggregate consideration | $ 100,000 | ||||||||||||
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 | ||||||||||||
City Base Holders Acquisition [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to Acquire Businesses, Gross | $ 62,200,000 | ||||||||||||
Business Acquisition, Share Price | $ 10 | ||||||||||||
Business Acquisition Shares Exchange | 3,155,961 | ||||||||||||
Increase in the aggregate consideration | $ 200,000 | ||||||||||||
Business Combination Consideration In Conversion Stock | $ 0.04 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
Increase in the aggregate consideration | 500,000 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
Escrow Deposit | $ 100,000 | $ 100,000 | |||||||||||
Common Stock Held in Escrow | 800,000 | 800,000 | |||||||||||
Dividends Payable, Amount Per Share | $ 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 | |||||||||||
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 | 8.00% | ||||||||||||
Sherpa Acquisition [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||
Exchangeable Shares [Member] | Bonfire Acquisition [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Acquisition Shares Exchange | 2,161,741 | 193,645 | |||||||||||
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 (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 128,597 | $ 128,597 |
Accumulated Amortization | (16,482) | (12,809) |
Net Carrying Amount | 112,115 | 115,788 |
Patents And Development Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 60,084 | 60,084 |
Accumulated Amortization | (8,368) | (6,496) |
Net Carrying Amount | 51,716 | 53,588 |
Trade Names And Trade Marks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 16,348 | 16,348 |
Accumulated Amortization | (2,012) | (1,579) |
Net Carrying Amount | 14,336 | 14,769 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 51,003 | 51,003 |
Accumulated Amortization | (5,671) | (4,400) |
Net Carrying Amount | 45,332 | 46,603 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,162 | 1,162 |
Accumulated Amortization | (431) | (334) |
Net Carrying Amount | $ 731 | $ 828 |
Intangible Assets - Estimated a
Intangible Assets - Estimated aggregate amortization expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible Assets | ||
Nine months ended December 31, 2020 | $ 11,008 | |
Year ended December 31, 2021 | 14,611 | |
Year ended December 31, 2022 | 14,276 | |
Year ended December 31, 2023 | 14,224 | |
Year ended December 31, 2024 | 14,263 | |
Thereafter | 43,733 | |
Net Carrying Amount | $ 112,115 | $ 115,788 |
Intangible Assets - Additional
Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended |
Mar. 31, 2019 | Feb. 18, 2019 | Mar. 31, 2020 | |
Intangible Assets | |||
Amortization of Intangible Assets | $ 1,693 | $ 32 | $ 3,673 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 13, 2019 | Aug. 08, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Compensation Terms For Broker Dealer | an amount per share 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 | |||
Sponsor Convertible Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Face Amount | $ 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] | ||||
Redemption Price Per Share | $ 10.29 | |||
Common Stock Shares Issued To Broker | 1,000,000 | |||
Shares Issued, Price Per Share | $ 9.90 | |||
Common Stock Shares Reimbursed Under Obligation | 1,942,953 | |||
Common Stock shares Not Redeemed | 1,500,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Granted | 408,667 | ||
Number of Shares, Exercised | (117) | (112,526) | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding as of December 31,2019 | 274,559 | ||
Number of Shares, Exercised | (3,699) | ||
Number of Shares, Forfeited/expired | (9,833) | ||
Number of Shares, Outstanding as of March 31,2020 | 261,027 | 274,559 | |
Number of Shares, Options vested and exercisable | 124,188 | ||
Weighted Average Exercise Price, Outstanding as of December 31,2019 | $ 2.14 | ||
Weighted Average Exercise Price, Exercised | 1.16 | ||
Weighted Average Exercise Price, Forfeited/expired | 1.16 | ||
Weighted Average Exercise Price, Outstanding as of March 31, 2020 | 2.19 | $ 2.14 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 2.14 | ||
Weighted Average Remaining Contractual Life (in years) | 7 years 8 months 12 days | 7 years 10 months 24 days | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 7 years 7 months 6 days | ||
Total Intrinsic Value, Outstanding | $ 1,216 | $ 1,293 | |
Total Intrinsic Value, Options vested and exercisable | $ 585 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
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 December 31, 2019 | 3,278,324 |
Number of Shares, Granted | 1,803,236 |
Number of Shares, Vested | (480,733) |
Number of Shares, Forfeited/ Expired | (578,717) |
Number of Shares, Unvested as of March 31. 2020 | 4,022,110 |
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 December 31, 2019 | $ / shares | $ 6.55 |
Weighted Average Grant Price, Granted | $ / shares | 6.01 |
Weighted Average Grant Price, Vested | $ / shares | 5.43 |
Weighted Average Grant Price, Forfeited/ Expired | $ / shares | 5.64 |
Weighted Average Grant Price, Unvested as of March 31, 2020 | $ / shares | $ 6.58 |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Shares, Granted | 5,283,430 |
Restricted Stock Units [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Vesting period | 2 years |
Restricted Stock Units [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Vesting period | 4 years |
Share-Based Compensation - Addi
Share-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 13 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 408,667 | ||
Share based Compensation Arrangement by Sharebased Payment Award Options Grants in Period Fair Value | $ 3.6 | ||
Allocated Share-based Compensation Expense | 0.1 | $ 0.6 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0.8 | 0.8 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,803,236 | ||
Average closing price | $ 7.70 | ||
Restricted Stock Units [Member] | |||
Allocated Share-based Compensation Expense | $ 3.2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,283,430 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 12.9 | $ 12.9 | |
Remaining contractual term | 1 year 8 months 16 days | ||
Restricted Stock Units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||
Restricted Stock Units [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 | 1,798,629 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Operating leases | |
Operating lease cost | $ 550 |
Operating lease expense | 550 |
Total rent expense | 550 |
Operating cash flows from operating leases | $ 449 |
Weighted-average remaining lease term – operating leases | 6 years 6 months |
Weighted-average discount rate – operating leases | 6.80% |
Bonfire [Member] | |
Operating leases | |
Operating lease cost | $ 105 |
Operating lease expense | 105 |
Total rent expense | 105 |
Operating cash flows from operating leases | $ 108 |
Weighted-average remaining lease term – operating leases | 2 years 2 months 12 days |
Weighted-average discount rate – operating leases | 9.90% |
CityBase holders [Member] | |
Operating leases | |
Operating lease cost | $ 153 |
Operating lease expense | 153 |
Total rent expense | 153 |
Operating cash flows from operating leases | $ 164 |
Weighted-average remaining lease term – operating leases | 1 year 8 months 12 days |
Weighted-average discount rate – operating leases | 10.00% |
eCivis [Member] | |
Operating leases | |
Operating lease cost | $ 77 |
Operating lease expense | 77 |
Total rent expense | 77 |
Operating cash flows from operating leases | $ 77 |
Weighted-average remaining lease term – operating leases | 2 years 1 month 6 days |
Weighted-average discount rate – operating leases | 8.00% |
Questica [Member] | |
Operating leases | |
Operating lease cost | $ 215 |
Operating lease expense | 215 |
Total rent expense | 215 |
Operating cash flows from operating leases | $ 100 |
Weighted-average remaining lease term – operating leases | 10 years 4 months 24 days |
Weighted-average discount rate – operating leases | 4.80% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Year Ended December 31, 2020 | $ 1,329 |
Year Ended December 31, 2021 | 1,619 |
Year Ended December 31, 2022 | 748 |
Year Ended December 31, 2023 | 340 |
Year Ended December 31, 2024 | 326 |
Thereafter | 2,238 |
Total | 6,600 |
Less present value discount | (1,137) |
Operating lease liabilities | 5,463 |
Bonfire [Member] | |
Year Ended December 31, 2020 | 315 |
Year Ended December 31, 2021 | 472 |
Year Ended December 31, 2022 | 239 |
Total | 1,026 |
Less present value discount | (122) |
Operating lease liabilities | 904 |
CityBase holders [Member] | |
Year Ended December 31, 2020 | 498 |
Year Ended December 31, 2021 | 458 |
Total | 956 |
Less present value discount | (74) |
Operating lease liabilities | 882 |
eCivis [Member] | |
Year Ended December 31, 2020 | 232 |
Year Ended December 31, 2021 | 309 |
Year Ended December 31, 2022 | 128 |
Total | 669 |
Less present value discount | (57) |
Operating lease liabilities | 612 |
Questica [Member] | |
Year Ended December 31, 2020 | 284 |
Year Ended December 31, 2021 | 380 |
Year Ended December 31, 2022 | 381 |
Year Ended December 31, 2023 | 340 |
Year Ended December 31, 2024 | 326 |
Thereafter | 2,238 |
Total | 3,949 |
Less present value discount | (884) |
Operating lease liabilities | $ 3,065 |
Leases _ Additional Information
Leases – Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases | ||
Operating Lease, Liability | $ 5,463 | |
Operating Lease, Right-of-Use Asset | $ 5,154 | $ 5,876 |
Term Loan (Details)
Term Loan (Details) - USD ($) | Feb. 14, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Aggregate principal amount | $ 1,000,000 | ||
Amortization of Debt Issuance Costs | $ 66,000 | ||
Line of Credit [Member] | |||
Aggregate principal amount | $ 12,000,000 | ||
Deferred issuance costs | 500,000 | ||
Deferred debt issuance cost applied to interest expenses | 300,000 | ||
Other deferred issuance cost | $ 200,000 | ||
Period after which interest rate becomes applicable | 6 years | ||
Interest rate | 12.00% | ||
Annual increase in interest rate | 1.00% | ||
Interest Expense, Long-term Debt | 207,000 | ||
Amortization of Debt Issuance Costs | 45,000 | ||
Amortization of other debt issuance costs | 21,000 | ||
Accounts Payable and Accrued Expenses | Line of Credit [Member] | |||
Interest Payable | $ 162,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Feb. 19, 2020USD ($) |
Commitments and Contingencies. | |
Payments for Legal Settlements | $ 3.3 |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | Feb. 20, 2020USD ($)shares | Mar. 31, 2020USD ($)employee$ / sharesshares | Jul. 31, 2019USD ($)shares | Jun. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Feb. 19, 2019$ / shares | Feb. 12, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Warrants and Rights Outstanding | $ | $ 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 | 0 | 500,000 | 0 | |||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 7.72 | $ 10 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Stock Repurchased During Period, Value | $ | $ 2,600,000 | |||||||||
Stock Repurchased During Period, Shares | 266,366 | |||||||||
Stock value included in treasury stock | $ | $ 2,400,000 | |||||||||
Loss from repurchase of shares | $ | $ (200,000) | |||||||||
Gain (Loss) From Repurchase Of Shares | $ | $ (2,056,000) | |||||||||
Stock Issued During Period, Private Placement of Common Stock | $ | $ 25,500,000 | |||||||||
Share Price | $ / shares | $ 7.70 | |||||||||
Number of Bonfire Employees | employee | 2 | |||||||||
Shares expired during the period | 3,155,961 | |||||||||
Common stock redeemed, Shares | 100,000 | |||||||||
Acquisition redemption shares | 525,060 | |||||||||
Percentage of Shares Redeemed on Redeemable Common Stock | 40.00% | |||||||||
Share Redemption Incremental Shares Issued (in shares) | 334,254 | |||||||||
Share Redemption value | $ | $ 2,100,000 | $ 2,056,000 | ||||||||
Measurement Period Adjustment To Common Stock Issued For Acquisitions, Shares | 4,150 | |||||||||
Measurement Period Adjustment To Common Stock Issued For Acquisitions, Value | $ | $ 41,500 | |||||||||
Payments of Stock Issuance Costs | $ | $ 1,500,000 | |||||||||
Cashless Stock Options Exercised | 284 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 117 | 112,526 | ||||||||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ | $ 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% | |||||||||
Sale of Stock, Price Per Share | $ / shares | $ 18 | $ 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 | ||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.29 | $ 10.29 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 0 | |||||||||
Open Counter [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ | $ 1,000,000 | |||||||||
Stock Repurchased During Period, Shares | 100,000 | |||||||||
eCivis [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Repurchased During Period, Shares | 71,428 | |||||||||
Restricted Stock Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common Stock, Shares, Issued | 31,250 | 31,250 | 97,595 | |||||||
Private Placement [Member] | Subscription Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale Of Warrants | 500,000 | |||||||||
Warrants Issued Value | $ | $ 300,000 | |||||||||
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 | $ | $ 2,500,000 | $ 2,600,000 | ||||||||
Stock Repurchased During Period, Shares | 250,000 | 264,998 | ||||||||
Stock Repurchased During Period, Value At Stock Price | $ | $ 1,700,000 | $ 2,400,000 | ||||||||
Gain (Loss) From Repurchase Of Shares | $ | $ 800,000 | $ 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 | 0 | ||||||||
Common Stock, Shares, Outstanding | 0 | 100,000 | 0 | |||||||
Temporary Equity Number Of Shares Redeemed | 20,289,478 | 20,289,478 | ||||||||
Temporary Equity Value Of Number Of Shares Redeemed | $ | $ 114,000,000 | $ 114,000,000 | ||||||||
Temporary Equity Number of Shares Transferred to Permanent Equity | 9,216,438 | 9,216,438 | ||||||||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ | $ 88,900,000 | $ 88,900,000 | ||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 1,100,000 | |||||||||
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 | 2,600,000 | |||||||||
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 | |||||||||
Redeemable Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 3,937,907 | |||||||||
Redeemable Common Stock [Member] | eCivis [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Repurchased During Period, Shares | 178,571 | |||||||||
Common Class C [Member] | Questica Exchangeco [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Temporary Equity Number Of Shares Redeemed | 500,000 | 500,000 | ||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | $ 10 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 500,000 | |||||||||
Exchangeable Shares [Member] | Questica Exchangeco [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,161,741 | |||||||||
Exchangeable Shares [Member] | Bonfire [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business Acquisition Shares Exchange | 246,097 | 193,645 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 13 Months Ended | ||
Mar. 31, 2019 | Feb. 18, 2020 | Feb. 18, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Successor | ||
Total revenues | $ 3,034 | $ 4,928 | $ 11,276 | $ 3,034 | ||
Cost of revenues | 1,576 | 1,614 | 4,527 | |||
Loss from operations | (40,468) | (1,555) | (16,520) | |||
Goodwill | 286,635 | 286,635 | $ 286,635 | |||
Assets | 431,366 | 431,366 | 434,393 | |||
Corporate Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Loss from operations | (18,240) | (5,520) | ||||
Assets | 32,476 | 32,476 | 25,899 | |||
Bonfire [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 426 | 593 | 1,656 | |||
Cost of revenues | 107 | 124 | 392 | |||
Loss from operations | (2,413) | (741) | (2,114) | |||
Goodwill | 68,744 | 68,744 | 68,744 | |||
Assets | 90,616 | 90,616 | 92,803 | |||
CityBase holders [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 936 | 820 | 1,899 | |||
Cost of revenues | 893 | 746 | 1,470 | |||
Loss from operations | (3,908) | (1,499) | (6,352) | |||
Goodwill | 88,327 | 88,327 | 88,327 | |||
Assets | 117,612 | 117,612 | 122,851 | |||
eCivis [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 408 | 673 | 1,465 | |||
Cost of revenues | 206 | 267 | 722 | |||
Loss from operations | (1,134) | (265) | (1,449) | |||
Goodwill | 47,140 | 47,140 | 47,140 | |||
Assets | 57,219 | 57,219 | 59,456 | |||
Open Counter [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 127 | 298 | 613 | |||
Cost of revenues | 36 | 51 | 139 | |||
Loss from operations | (242) | 46 | (886) | |||
Goodwill | 21,956 | 21,956 | 21,956 | |||
Assets | 29,138 | 29,138 | 29,995 | |||
Questica [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 869 | 1,913 | 3,917 | |||
Cost of revenues | 263 | 296 | 866 | |||
Loss from operations | (11,366) | 550 | (384) | |||
Goodwill | 57,971 | 57,971 | 57,971 | |||
Assets | 97,229 | 97,229 | 97,013 | |||
Sherpa [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 268 | 631 | 1,726 | |||
Cost of revenues | 71 | 130 | 938 | |||
Loss from operations | $ (3,165) | $ 354 | 185 | |||
Goodwill | 2,497 | 2,497 | 2,497 | |||
Assets | $ 7,076 | $ 7,076 | $ 6,376 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 2 Months Ended | 3 Months Ended | 10 Months Ended |
Feb. 18, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 66.00% | 68.00% | 67.00% |
Sales Revenue, Net [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration Risk, Percentage | 90.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Aug. 24, 2020shares | May 31, 2020USD ($) |
Subsequent Event [Line Items] | ||
Number Of US Employees Supported By PPP Loan | 181 | |
Citybase [Member] | Paycheck Protection Program [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Long-term Debt | $ 2 | |
eCivis [Member] | Paycheck Protection Program [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Long-term Debt | 0.9 | |
Sherpa [Member] | Paycheck Protection Program [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from Issuance of Long-term Debt | $ 0.2 | |
Sherpa [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued (in shares) | shares | 336,965 |