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 āClosingā), pursuant to the merger agreement between the Company, GTY Cayman, and GTY Technology Merger Sub, Inc. (āGTY Merger Subā), 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 acquisition agreement (the āBonfire Agreementā), at Closing, the Company acquired Bonfire for aggregate consideration ofāapproximately $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 holderās 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 āBonfire Exchangco Sharesā) 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 Companyās 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 acquisition agreement (the āCityBase Agreementā), at Closing, the Company acquired CityBase for aggregate consideration ofāapproximately $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 Companyās 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 investorās status to a non-accredited investor. eCivis Acquisition Under the eCivis acquisition agreement (the āeCivis Agreementā) and the related eCivis letter agreement (āeCivis Letter Agreementā), at Closing, the Company acquired eCivis for aggregate consideration ofāapproximately $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 acquisition agreement (the āOpen Counter Agreementā) and the related letter agreement (the āOpen Counter Letter Agreementā), at Closing, the Company acquired Open Counter for aggregate consideration ofāapproximately $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 āOpen Counter Holdersā) (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 āOC Redeemable Sharesā). 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 acquisition agreement (the āQuestica Agreementā) and the related letter agreement (the āQuestica Letter Agreementā), at Closing, the Company indirectly acquired Questica for aggregate consideration ofāapproximately $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 Companyās 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 āQuestica Holdersā). In accordance with the Questica Shareholder Agreement, dated as of February 12, 2019, by and among the Company and certain Questica Holders (the āQuestica Shareholder Agreementā), 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 (āVWAPā) 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 acquisition agreement (the āSherpa Agreementā) and the related letter agreement (the āSherpa Letter Agreementā), at Closing, the Company indirectly acquired Sherpa for aggregate consideration ofāapproximately $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 The following is a summary of the initial consideration paid and issued to each Acquired Company (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Deferred ā ā Cash ā Stock ā Contingent ā ā ā ā Adjusted ā ā ā ā ā ā ā Tax ā ā Consideration ā Consideration ā Consideration ā Total ā Net Assets ā Goodwill ā Intangibles ā Liability Bonfire ā $ 51,068 ā $ 50,078 (1) $ 325 ā $ 101,471 ā $ 3,639 ā $ 81,964 ā $ 22,668 ā $ 6,800 CityBase ā 64,261 ā 41,560 ā 48,410 ā 154,231 ā 782 ā 119,741 ā 48,155 ā 14,447 eCivis ā 17,592 ā 31,256 ā 5,859 ā 54,707 ā (1,788) ā 47,397 ā 12,997 ā 3,899 Open Counter ā 10,958 ā 17,455 ā ā ā 28,413 ā (1,441) ā 22,524 ā 10,471 ā 3,141 Questica ā 44,494 ā 31,000 (2) 9,311 ā 84,805 ā 3,652 ā 57,479 ā 33,821 ā 10,147 Sherpa ā 5,105 ā 1,000 ā 1,898 ā 8,003 ā 1,066 ā 3,497 ā 4,914 ā 1,474 Total ā $ 193,478 ā $ 172,349 ā $ 65,803 ā $ 431,630 ā $ 5,910 ā $ 332,602 ā $ 133,026 ā $ 39,908 ā (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 investorās 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. ā The following table is a summary of the measurement period adjustments to consideration paid and issued to each Acquired Company (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Deferred ā Cash Stock ā Contingent ā ā Adjusted ā ā ā ā Tax ā ā Consideration ā Consideration ā Consideration ā Total ā Net Assets ā Goodwill ā Intangibles Liability Bonfire ā $ (97) ā $ ā ā $ ā ā $ (97) ā $ ā ā $ (299) ā $ 202 ā $ ā CityBase ā 246 ā (42) ā (7,535) ā (7,331) ā ā ā (13,384) ā (2,241) ā (8,294) eCivis ā 481 ā ā ā ā ā 481 ā ā ā 990 ā (1,071) ā (562) Open Counter ā ā ā ā ā ā ā ā ā ā ā (568) ā (139) ā (707) Questica ā ā ā ā ā ā ā ā ā ā ā 492 ā (492) ā ā Sherpa ā (214) ā ā ā ā ā (214) ā ā ā (1,000) ā (688) ā (1,474) Total ā $ 416 ā $ (42) ā $ (7,535) ā $ (7,161) ā $ ā ā $ (13,769) ā $ (4,429) ā $ (11,037) ā The following table is a summary of the final consideration paid and issued to each Acquired Company including the Measurement Period Adjustments (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Deferred ā Cash Stock ā Contingent ā ā Adjusted ā ā ā ā Tax ā ā Consideration ā Consideration ā Consideration ā Total ā Net Assets ā Goodwill ā Intangibles Liability Bonfire ā $ 50,971 ā $ 50,078 (1) $ 325 ā $ 101,374 ā $ 3,639 ā $ 81,665 ā $ 22,870 ā $ 6,800 CityBase ā 64,507 ā 41,518 ā 40,875 ā 146,900 ā 782 ā 106,357 ā 45,914 ā 6,153 eCivis ā 18,073 ā 31,256 ā 5,859 ā 55,188 ā (1,788) ā 48,387 ā 11,926 ā 3,337 Open Counter ā 10,958 ā 17,455 ā ā ā 28,413 ā (1,441) ā 21,956 ā 10,332 ā 2,434 Questica ā 44,494 ā 31,000 (2) 9,311 ā 84,805 ā 3,652 ā 57,971 ā 33,329 ā 10,147 Sherpa ā 4,891 ā 1,000 ā 1,898 ā 7,789 ā 1,066 ā 2,497 ā 4,226 ā ā Total ā $ 193,894 ā $ 172,307 ā $ 58,268 ā $ 424,469 ā $ 5,910 ā $ 318,833 ā $ 128,597 ā $ 28,871 ā (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): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Bonfire CityBase eCivis Open Counter Questica Sherpa Total Cash ā $ 4,641 ā $ 2,191 ā $ 136 ā $ 107 ā $ 6,762 ā $ 632 ā $ 14,469 Accounts receivable, net ā 323 ā 1,018 ā 720 ā 46 ā 1,257 ā 587 ā 3,951 Prepaid expense and other current assets ā 607 ā 170 ā 340 ā ā ā 77 ā 33 ā 1,227 Fixed assets ā 118 ā 500 ā 56 ā 29 ā 182 ā 2 ā 887 Loan receivable - related party ā ā ā 175 ā ā ā ā ā ā ā ā ā 175 Right of use assets ā 1,315 ā ā ā 901 ā ā ā 296 ā ā ā 2,512 Other assets ā 369 ā 783 ā 30 ā ā ā 1,061 ā ā ā 2,243 Intangible assets ā 22,870 ā 45,914 ā 11,926 ā 10,332 ā 33,329 ā 4,226 ā 128,597 Goodwill ā 81,665 ā 106,357 ā 48,387 ā 21,956 ā 57,971 ā 2,497 ā 318,833 Accounts payable and accrued expenses ā (1,085) ā (1,192) ā (586) ā (124) ā (909) ā (188) ā (4,084) Contract liabilities ā (1,221) ā (816) ā (1,635) ā (483) ā (2,774) ā ā ā (6,929) Lease liability - short term ā (366) ā ā ā ā ā ā ā (296) ā ā ā (662) Deferred tax liability ā (6,800) ā (6,153) ā (3,337) ā (2,434) ā (10,147) ā ā ā (28,871) Other current liabilities ā ā ā ā ā (3) ā (491) ā (767) ā ā ā (1,261) Capital lease obligations - current portion ā ā ā (139) ā ā ā ā ā ā ā ā ā (139) Contract and other long-term liabilities ā (60) ā (1,646) ā (56) ā ā ā ā ā ā ā (1,762) Capital lease obligation, less current portion ā ā ā (262) ā ā ā ā ā ā ā ā ā (262) Long term debt ā ā ā ā ā ā ā (525) ā ā ā ā ā (525) Lease liability - long term ā (1,002) ā ā ā (901) ā ā ā ā ā ā ā (1,903) Contingent consideration - pre-existing ā ā ā ā ā (790) ā ā ā (1,237) ā ā ā (2,027) Total consideration ā $ 101,374 ā $ 146,900 ā $ 55,188 ā $ 28,413 ā $ 84,805 ā $ 7,789 ā $ 424,469 ā Transaction Costs Transaction costs incurred by the Company associated with the Acquisition were $37.0 million from February 19, 2019 through December 31, 2019. ā |