Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GTY Technology HoldingsĀ Inc. | ||
Entity File Number | 001-37931 | ||
Entity Tax Identification Number | 83-2860149 | ||
Entity Central Index Key | 0001682325 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 272 | ||
Entity Incorporation, State or Country Code | MA | ||
Entity Address, Address Line One | 800 Boylston Street, 16th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02199 | ||
City Area Code | 877 | ||
Local Phone Number | 465-3200 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | GTYH | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 57,783,815 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | Whippany, New Jersey |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 13,329 | $ 22,800 |
Accounts receivable, net | 12,604 | 9,994 |
Prepaid expenses and other current assets | 4,191 | 2,583 |
Total current assets | 30,124 | 35,377 |
Property and equipment, net | 3,208 | 3,891 |
Finance lease right of use assets | 722 | 1,355 |
Operating lease right of use assets | 1,876 | 2,610 |
Intangible assets, net | 86,528 | 101,107 |
Goodwill | 268,808 | 284,635 |
Other assets | 3,678 | 3,472 |
Total assets | 394,944 | 432,447 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,483 | 6,366 |
Deferred revenue - current portion | 26,816 | 22,304 |
Finance lease liability - current portion | 140 | 581 |
Operating lease liability - current portion | 581 | 1,316 |
Contingent consideration - current portion | 13 | 743 |
Total current liabilities | 33,033 | 31,310 |
Deferred revenue - less current portion | 1,979 | 1,602 |
Warrant liability | 4,868 | 3,040 |
Deferred tax liability | 17,738 | 17,494 |
Contingent consideration - less current portion | 43,032 | 42,530 |
Term loans, net | 24,641 | 26,632 |
Finance lease liability - less current portion | 147 | |
Operating lease liability - less current portion | 2,716 | 2,927 |
Total liabilities | 128,007 | 125,682 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, par value $0.0001; 400,000,000 authorized; 59,226,267 shares issued and 57,604,854 shares outstanding as of December 31, 2021 and 56,667,035 shares issued and 55,570,282 shares outstanding as of December 31, 2020, net of treasury stock | 6 | 6 |
Exchangeable shares, no par value, 5,586,251 shares issued and outstanding as of December 31, 2021 and 5,972,779 shares issued and outstanding as of December 31, 2020 | 50,358 | 54,224 |
Additional paid in capital | 401,507 | 380,881 |
Accumulated other comprehensive income (loss) | (44) | 6 |
Treasury stock, at cost, 1,621,413 shares as of December 31, 2021 and 1,096,753 shares as of December 31, 2020 | (8,343) | (5,633) |
Accumulated deficit | (176,547) | (122,719) |
Total shareholders' equity | 266,937 | 306,765 |
Total liabilities and shareholders' equity | $ 394,944 | $ 432,447 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 59,226,267 | 56,667,035 |
Common Stock, Shares, Outstanding | 57,604,854 | 55,570,282 |
Exchangeable Shares Par Or Stated Value Per Share | $ 0 | $ 0 |
Exchangeable Shares Outstanding | 5,586,251 | 5,972,779 |
Treasury Stock, Shares | 1,621,413 | 1,096,753 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 60,453 | $ 48,128 |
Cost of revenues | 22,372 | 18,468 |
Gross Profit | 38,081 | 29,660 |
Operating expenses | ||
Sales and marketing | 16,264 | 16,150 |
General and administrative | 23,244 | 21,743 |
Research and development | 13,072 | 12,158 |
Amortization of intangible assets | 14,579 | 14,681 |
Goodwill impairment | 15,827 | 2,000 |
Restructuring charges | 3,666 | |
Change in fair value of contingent consideration | 597 | 1,980 |
Total operating expenses | 83,583 | 72,378 |
Loss from operations | (45,502) | (42,718) |
Other income (expense) | ||
Interest expense, net | (3,364) | (1,758) |
Loss from repurchase/issuance of shares | (5,333) | (2,056) |
Change in fair value of warrant liability | (1,828) | 2,131 |
Gain on extinguishment of debt | 3,210 | |
Other income (loss), net | (162) | 78 |
Total other income (expense), net | (7,477) | (1,605) |
Loss before income taxes | (52,979) | (44,323) |
Benefit from (Provision for) income taxes | (849) | 2,439 |
Net loss | $ (53,828) | $ (41,884) |
Net loss per share, basic | $ (0.94) | $ (0.78) |
Net loss per share, diluted | $ (0.94) | $ (0.78) |
Weighted average common shares outstanding, basic | 57,115 | 53,450 |
Weighted average common shares outstanding, diluted | 57,115 | 53,450 |
Other comprehensive gain (loss): | ||
Foreign currency translation gain (loss) | $ (50) | $ (364) |
Total other comprehensive gain (loss) | (50) | (364) |
Comprehensive loss | $ (53,878) | $ (42,248) |
Weighted average shares outstanding | ||
Basic | 57,115 | 53,450 |
Diluted | 57,115 | 53,450 |
Net earnings per share | ||
Basic | $ (0.94) | $ (0.78) |
Diluted | $ (0.94) | $ (0.78) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common StockPreviously Reported | Common Stock | Exchangeable SharesPreviously Reported | Exchangeable Shares | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Error Correction, Adjustment | Additional Paid-in Capital | Treasury StockPreviously Reported | Treasury Stock | Accumulated DeficitPreviously Reported | Accumulated DeficitRevision of Prior Period, Error Correction, Adjustment | Accumulated Deficit | Accumulated Other Comprehensive IncomePreviously Reported | Accumulated Other Comprehensive Income | Previously Reported | Revision of Prior Period, Error Correction, Adjustment | Total |
Balance at Dec. 31, 2019 | $ 5 | $ 5 | $ 45,681 | $ 45,681 | $ 369,756 | $ (9,351) | $ 360,405 | $ (5,174) | $ (5,174) | $ (85,015) | $ 4,180 | $ (80,835) | $ 370 | $ 370 | $ 325,623 | $ (5,171) | $ 320,452 |
Balance (in shares) at Dec. 31, 2019 | 52,303,862 | 52,303,862 | 5,568,096 | 5,568,096 | |||||||||||||
Net loss | (41,884) | (41,884) | |||||||||||||||
Foreign currency translation loss | (364) | (364) | |||||||||||||||
Share-based compensation | 8,621 | 8,621 | |||||||||||||||
Issuance of common stock | $ 1 | 6,999 | 7,000 | ||||||||||||||
Issuance of common stock(in shares) | 2,000,000 | ||||||||||||||||
Common Stock repurchases | (459) | (459) | |||||||||||||||
Common Stock repurchases (in shares) | (127,712) | ||||||||||||||||
Share Redemption | 2,056 | 2,056 | |||||||||||||||
Share Redemption (in shares) | 334,254 | ||||||||||||||||
Shares issued for contingent consideration | $ 10,000 | 1,334 | 11,334 | ||||||||||||||
Shares issued for contingent consideration (in shares) | 336,965 | 550,388 | |||||||||||||||
Vested and settled restricted stock units (in shares) | 569,128 | ||||||||||||||||
Stock option exercises | 9 | $ 9 | |||||||||||||||
Stock option exercises (in shares) | 8,080 | 112,526 | |||||||||||||||
Exchangeable shares converted to Common Stock | $ (1,457) | 1,457 | |||||||||||||||
Exchangeable shares converted to Common Stock (in shares) | 145,705 | (145,705) | |||||||||||||||
Balance at Dec. 31, 2020 | $ 6 | $ 6 | $ 54,224 | $ 54,224 | $ 390,232 | $ (9,351) | 380,881 | $ (5,633) | (5,633) | $ (129,030) | $ 6,311 | (122,719) | $ 6 | 6 | $ 309,805 | $ (3,040) | $ 306,765 |
Balance (in shares) at Dec. 31, 2020 | 55,570,282 | 55,570,282 | 5,972,779 | 5,972,779 | |||||||||||||
Net loss | (53,828) | (53,828) | |||||||||||||||
Foreign currency translation loss | (50) | (50) | |||||||||||||||
Share-based compensation | 9,969 | 9,969 | |||||||||||||||
Issuance of common stock | 6,790 | $ 6,790 | |||||||||||||||
Issuance of common stock(in shares) | 935,633 | 935,633 | |||||||||||||||
Common Stock repurchases | (2,710) | $ (2,710) | |||||||||||||||
Common Stock repurchases (in shares) | (525,060) | (127,712) | |||||||||||||||
Share cancellations (in shares) | (48,820) | ||||||||||||||||
Vested and settled restricted stock units (in shares) | 1,281,158 | ||||||||||||||||
Stock option exercises | 1 | $ 1 | |||||||||||||||
Stock option exercises (in shares) | 5,133 | ||||||||||||||||
Exchangeable shares converted to Common Stock | $ (3,866) | 3,866 | |||||||||||||||
Exchangeable shares converted to Common Stock (in shares) | 386,528 | (386,528) | |||||||||||||||
Balance at Dec. 31, 2021 | $ 6 | $ 50,358 | $ 401,507 | $ (8,343) | $ (176,547) | $ (44) | $ 266,937 | ||||||||||
Balance (in shares) at Dec. 31, 2021 | 57,604,854 | 5,586,251 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (53,828) | $ (41,884) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 1,020 | 863 |
Amortization of intangible assets | 14,579 | 14,681 |
Amortization of right of use assets | 1,600 | 2,034 |
Share-based compensation | 9,969 | 8,621 |
Deferred income tax benefit | 244 | (2,781) |
Loss on issuance/repurchase of shares | 5,333 | 2,056 |
Change in fair value of warrant liability | 1,828 | (2,131) |
Amortization of deferred debt issuance costs | 697 | 759 |
Accrual of paid in kind interest | 523 | 69 |
Gain on extinguishment of debt | (3,210) | |
Bad debt expense | 67 | 90 |
Loss on disposal of fixed assets | 12 | 6 |
Goodwill impairment | 15,827 | 2,000 |
Change in fair value of contingent consideration | 597 | 1,980 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,685) | (818) |
Prepaid expenses and other assets | (1,816) | (725) |
Accounts payable and accrued liabilities | (897) | (2,030) |
Deferred revenue and other liabilities | 4,887 | 6,335 |
Operating lease liabilities | (1,129) | (2,099) |
Net cash used in operating activities | (6,382) | (12,974) |
Cash flows from investing activities: | ||
Capital expenditures | (352) | (3,023) |
Proceeds from disposal of fixed assets | 6 | 30 |
Net cash used in investing activities | (346) | (2,993) |
Cash flows from financing activities: | ||
Proceeds from borrowings, net of issuance costs | 37,803 | |
Repayments of borrowings | (12,000) | |
Contingent consideration payments | (825) | (1,286) |
Stock options exercises | 1 | 9 |
Common stock repurchases | (8,043) | (459) |
Proceeds received from private placement of common stock, net of costs | 7,000 | |
Proceeds from issuance of common stock, net of costs | 6,790 | |
Repayments of finance lease liabilities | (638) | (587) |
Net cash provided by (used in) financing activities | (2,715) | 30,480 |
Effect of foreign currency on cash | (28) | (87) |
Net change in cash and cash equivalents | (9,471) | 14,426 |
Cash and cash equivalents, beginning of period | 22,800 | 8,374 |
Cash and cash equivalents, end of period | 13,329 | 22,800 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,076 | 883 |
Cash paid for income taxes | 387 | 42 |
Noncash Investing and Financing Activities: | ||
Common shares issued for contingent consideration | 1,334 | |
Exchangeable shares issued for contingent consideration | 10,000 | |
Share redemption (incremental shares issued) | 2,056 | |
Purchases of property and equipment included in accounts payable | 3 | |
Exchangeable shares converted to common stock | $ 3,866 | $ 1,457 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1. Organization and Business Operations GTY Technology Holdings Inc., formerly known as GTY Govtech, Inc.), a Massachusetts corporation (āGTYā or the āCompanyā), is headquartered in Boston, Massachusetts. On February 19, 2019 (the āClosing Dateā), the Company consummated several acquisitions (collectively, the āAcquisitionā), pursuant to which it (i) acquired each of Bonfire Interactive Ltd., a Canadian company (āBonfireā or āProcurementā), Bonfire Interactive US Ltd., its U.S. subsidiary, which subsequently was dissolved, CityBase, Inc. (āCityBaseā or āPaymentsā), eCivis Inc. (āeCivisā or āGrantsā), Open Counter Enterprises Inc. (āOpenCounterā or āPermitsā), Questica Software Inc. and Questica USCDN Inc., Canadian companies, and Questica Ltd., a U.S. subsidiary (collectively, āQuesticaā) and Sherpa Government Solutions LLC (āSherpaā and together with Questica, āBudgetā, and together with Bonfire, CityBase, eCivis, OpenCounter and Questica, the āAcquired Companiesā) and (ii) became the parent company of its predecessor entity, GTY Technology Holdings Inc., a blank check company incorporated in the Cayman Islands (āGTY Caymanā). Until the Acquisition, GTY Cayman did not engage in any operations nor generate any revenues. GTY Cayman was dissolved during the year ended December 31, 2021. 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 (āNASDAQā) under the symbols āGTYHā and āGTYHW,ā respectively. As of June 2019, the Companyās warrants are no longer listed on any exchange. GTY is a public sector software-as-a-service (āSaaSā) company that offers a cloud-based suite of solutions primarily for North American state and local governments. GTYās 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, a Procurement Business Bonfire originally was incorporated on March 5, 2012 under the laws of the Province of Ontario, and now is a British Columbia corporation. Bonfire is a provider of strategic sourcing and procurement SaaS, 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 Bonfireās applications are delivered as a SaaS solution, and Bonfire offers implementation and premium support services. CityBase, a Payments Business 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 SaaS 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, a Grants Management Business eCivis, a Delaware corporation headquartered in the Los Angeles, California area, 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 three core cloud-based products including a full lifecycle grants management solution consisting of grants acquisition, grantee management, and grantor management; a cost allocation solution; and a full-service solution designed to maximize federal and non-federal funds. To assist its customers in the implementation of its products, eCivis offers 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. OpenCounter, a Permitting Business Open Counter Enterprises Inc. (āOpenCounterā or āPermittingā), a Delaware corporation headquartered in Boston, Massachusetts, is a developer and provider of SaaS tools for cities to streamline permitting and licensing services for municipal governments. OpenCounter provides customers with SaaS through a hosted platform and also provides professional services related to SaaS implementation. Questica, a Budget Business Questica designs and develops budgeting SaaS 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 Software Inc., originally organized in 1998 as an Ontario corporation and now a British Columbia 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 now is a British Columbia corporation. Questica Ltd. was incorporated in 2017 in the United States as a Delaware corporation. Questica Ltd. is located in Huntington Beach, California and primarily serves the non-profit market and services a limited number of customers in the public and private sector. The majority of Questica Ltd.ās customers are located in the United States and Canada. Some are international customers, primarily located in the United Kingdom and Africa. Sherpa, a Budget Business Sherpa is a Colorado limited liability company headquartered in Denver, Colorado, established in 2004. Sherpa is a leading provider of public sector budgeting SaaS, perpetual license software and consulting services that help state and local governments create and manage budgets and performance. Customers purchase the right to use Sherpaās SaaS or perpetual license software and then engage its consulting services to configure the SaaS or software and receive training on how to manage the SaaS or software going forward. Following implementation, customers continue to use the SaaS or software in exchange for maintenance or subscription fees. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | Note 2. Restatement of Previously Issued Financial Statements On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a āStaff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (āSPACsā)ā (the āSEC Statementā), concluding that SPAC warrants may require classification as a liability rather than equity. The SEC Statement discussed ācertain features of warrants issued in SPAC transactionsā that āmay be common across all entitiesā. It focused in part on provisions in warrant agreements for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and specifically whether the warrant holder is an input into the pricing of a fixed-for-fixed option on equity shares. According to the SEC Staff Statement, if the warrant holder is not an input into such pricing, these provisions would preclude the warrant from being classified in equity and thus require classification as a liability. As a result of the SEC Statement, the Company reevaluated the accounting treatment of the public warrants and private warrants issued in connection with its initial public offering and previously recorded as equity on the Companyās consolidated balance sheet. The Companyās public warrants were correctly classified as equity. Because the Companyās private warrants do not contain a provision whereby the Company can call the warrants, however, the private warrants should have been recorded at fair value as a liability in the Companyās consolidated balance sheet. The Company assessed this error and determined it was not material to previously issued financial statements. Accordingly, the Company has revised, rather than restated, its previously issued 2020 quarterly and annual financial statements in the Companyās filings for 2021 on Forms 10-Q and in this Form 10-K. Historical quarterly and annual financial statements prior to the business combination were not restated due to the change in accounting as we believe the information is no longer relevant to investors. The following tables present the effect of the revision for the financial statement line items adjusted in the affected periods: ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Statements of Operations and Comprehensive Loss ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Change in fair value of warrant liability ā $ ā ā $ (2,131) ā $ (2,131) Net loss ā $ 44,015 ā $ (2,131) ā $ 41,884 Comprehensive loss ā $ 44,379 ā $ (2,131) ā $ 42,248 Net loss per share, basic and diluted ā $ (0.82) ā $ 0.04 ā $ (0.78) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Statements of Cash Flows ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Net loss ā $ 44,015 ā $ (2,131) ā $ 41,884 Change in fair value of warrant liability ā $ ā ā $ (2,131) ā $ (2,131) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Balance Sheet ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Warrant liability ā $ ā ā $ 3,040 ā $ 3,040 Additional paid in capital ā $ 390,232 ā $ (9,351) ā $ 380,881 Accumulated deficit ā $ (129,030) ā $ 6,311 ā $ (122,719) ā ā ā ā ā ā ā ā ā ā ā ā |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the SEC. The Acquisition was accounted for as a business combination using the acquisition method of accounting. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. Principles of Consolidation The consolidated financial statements include all accounts of the Acquired Companies and the Acquired Companiesā subsidiaries and do not represent a single legal entity. All material intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Reclassification Certain prior period statement of cash flow amounts have been reclassified to conform to the current presentation. These reclassifications did not have an impact on net cash flows. Liquidity As reflected in the accompanying consolidated financial statements, the Company reported a net loss of $53.8 million and $41.9 million for the years ended December 31, 2021 and 2020, respectively, and had an accumulated deficit of $176.5 million as of December 31, 2021. The Companyās net cash used in operations was $6.4 million for the year ended December 31, 2021. In April and May 2020, the Company received $3.2 million in proceeds from loans under the Paycheck Protection Program. In November 2020, the Company entered into a senior secured term loan facility that provides for borrowing of term loans in an aggregate principal amount of $25.0 million. In December 2020, the Company issued 2.0 million shares of common stock in a registered direct offering for $7.0 million at a price of $3.50 per share. During the year ended December 31, 2021, the Company sold 935,633 shares of common stock for $6.8 million in proceeds. As of December 31, 2021, the Company had $13.3 million in cash and cash equivalents, largely from the above financing sources. Based on the Companyās current expectations of revenues and expenses, the Company expects that its current cash and cash equivalents is sufficient to meet its liquidity needs for twelve months after the issuance of these financial statements. If the Companyās revenues do not grow as expected and if the Company is unable to manage expenses sufficiently, the Company may be required to obtain additional equity or debt financing. Although the Company has been previously able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to the Company or existing shareholders. If the Company is unable to secure additional financing, as circumstances require, or does not succeed in meeting its sales objectives, it may not be able to continue its operations. Segments The Company has five operating segments. The Companyās Chief Executive Officer and Chief Financial Officer, who jointly are the Companyās chief operating decision maker, review financial information for each of the Acquired Companies, together with certain consolidated operating metrics, to make decisions about how to allocate resources and to measure the Companyās performance. See Note 11. Emerging Growth Company The Company was an āemerging growth companyā until December 31, 2021 as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), which allowed it to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company had elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companyās consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. Cash and cash equivalents are recorded at cost, which approximates fair value. Accounts Receivable Accounts receivable consists of amounts due from our customers, which are primarily located throughout the United States and Canada. Accounts receivable are recorded at the invoiced amount, do not require collateral, and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Companyās customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded when events or circumstances indicate an additional allowance is required based on the Companyās specific identification approach. The allowance for doubtful accounts as of December 31, 2021 and 2020 was immaterial. Bad debt expense for all periods presented was immaterial. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash accounts in financial institutions held in the United States and Canada at times may exceed the depository insurance coverage of $250,000 and CDN 100,000, respectively. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, impairment risks associated with goodwill and intangible assets, share-based awards, warrants, and contingent consideration. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further customer slowdowns or shutdowns, depress demand, and adversely impact results of operations. During the year ended December 31, 2021, the Company faced significant uncertainties and continues to expect uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic . Estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in the consolidated financial statements. Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Property, plant and equipment is depreciated using the straight-line method over five fifteen three five Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. Intangible Assets Intangible assets consist of acquired customer relationships, acquired developed technology, trade names and non-compete agreements which were acquired as part of the Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Under ASC 350, Intangibles ā Goodwill and Other Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (āASCā) 805 ā Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to the fair value of any contingent consideration are recorded in the Companyās consolidated statements of operations. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Companyās consolidated financial statements may be provisional and thus subject to further adjustments within the permitted measurement period (a year from the date of acquisition), as defined in ASC 805. Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets and goodwill for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized when the assetās carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. Public and Private Warrants On November 1, 2016, the Company consummated its initial public offering of 55,200,000 units, consisting of one share of Class A common stock and one-third of one warrant exercisable for Class A Common Stock, at a price of $10.00 per unit. Each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the āPublic Warrantsā). Simultaneously with the closing of the IPO, the Company completed the private sale of 8,693,334 warrants to the Companyās sponsor at a price of $1.50 per warrant (the āPrivate Warrantsā). Each Private Warrant allowed the sponsor to purchase one share of Class A common stock at $11.50 per share. The warrants will expire on February 19, 2024, which is five years after the acquisition date. The Private Warrants are identical to the Public Warrants except that holders of the Private Warrants may elect to exercise them on a cashless basis by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the āfair market valueāā (defined below) by (y) the fair market value. The āfair market valueā means the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entityās Own Equity Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Companyās incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent Fair Value 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 . ā Level 1 ā uses quoted prices in active markets for identical assets or liabilities. ā Level 2 ā 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. ā Level 3 ā 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 Companyās only material financial instruments carried at fair value as of December 31, 2021 and 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and warrant liabilities and are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2021 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 13 ā $ ā ā $ ā ā $ 13 Contingent consideration ā long term ā 43,032 ā ā ā ā ā 43,032 Warrant liability ā ā 4,868 ā ā ā ā ā ā ā ā 4,868 Total liabilities measured at fair value ā $ 47,913 ā $ ā ā $ ā ā $ 47,913 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 Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2020 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 743 ā $ ā ā $ ā ā $ 743 Contingent consideration ā long term ā 42,530 ā ā ā ā ā 42,530 Warrant liability ā ā 3,040 ā ā ā ā ā ā ā ā 3,040 Total liabilities measured at fair value ā $ 46,313 ā $ ā ā $ ā ā $ 46,313 ā ā There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2021 and 2020. The following tables present 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 contingent consideration liabilities measured at fair value from December 31, 2020 to December 31, 2021 were as follows: ā ā ā ā ā Contingent consideration ā December 31, 2020 $ 43,273 Change in fair value of contingent consideration ā 597 Payments of contingent consideration ā ā (825) Contingent consideration ā December 31, 2021 ā $ 43,045 ā ā The fair value of the Companyās 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 companyās achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The fair values of the contingent consideration are calculated through the use of Monte Carlo simulations 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. As of December 31, 2021, the contingent consideration liability consists of consideration due to former shareholders of CityBase and shareholders associated with an asset purchase by eCivis prior to the Acquisition. Shareholders associated with CityBase may receive, upon CityBaseās trailing twelve-month net revenue exceeding $37.0 million, or the CityBase threshold, on or prior to December 31, 2048, an earnout payment equal to a number of shares (or, in the case of certain individuals associated with CityBase who are not accredited investors, the cash value thereof) of our common stock calculated by dividing $54.5 million by the greater of (x) $10.00 or (y) the volume-weighted average closing price for the shares of our common stock for the 30 trading days immediately preceding the payment date. The fair value of contingent consideration as of December 31, 2021 is $42.4 million. The valuation of contingent consideration as of December 31, 2021 was derived from a Monte Carlo simulation of payout patterns from revenue estimates provided by the Company. ā Pursuant to the terms of a 2018 asset purchase agreement by eCivis, shareholders associated with the purchase may receive cash consideration equal to 7.5% of new revenue between $500,000 and 999,999.99, 10% of new revenue above $1,000,000, 2% of renewal revenue up to 249,999.99 3% of renewal revenue between $250,000.00 to $749,999.99 and 5% above $750,000.00 in each earn-out year beginning in 2018 and ending in 2022. Only revenue derived from the acquired assets is eligible. The potential undiscounted amount of all future payments that the Company could be required to make is unlimited. The total fair value of the associated contingent liability as of December 31, 2021 is approximately $0.6 million. The valuation of contingent consideration as of December 31, 2021 was derived from a discounted cash flow model based on expected payment amounts estimated by the Company. ā Changes in the warrant liability measured at fair value from December 31, 2020 to December 31, 2021 were as follows: ā ā ā ā ā Warrant liability ā December 31, 2020 ā $ 3,040 Change in fair value of warrant liability ā 1,828 Warrant liability ā December 31, 2021 ā $ 4,868 ā ā ā ā ā The warrant liability was estimated using a Black-Scholes model derived from a Monte Carlo simulation of the Companyās outstanding public warrants. These inputs were primarily derived from the implied volatility of the traded public warrant price or 41.8% as of December 31, 2021. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term nature of these instruments. The Company measures certain assets at fair value on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and other intangible assets. A financial instrumentās categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Foreign Currency Translation and Transactions The assets, liabilities and results of operations of certain consolidated entities are measured using their functional currency, which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these entities with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the consolidated balance sheet date and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these entitiesā consolidated financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and total other comprehensive loss on the consolidated statements of operations. Revenue Recognition The Company adopted the Financial Accounting Standards Board (āFASBā) revenue recognition framework, ASC 606, Revenue from Contracts with Customers With the adoption of Topic 606, revenues are recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenues recognized will not occur. The Company determines the amount of revenues to be recognized through application of the following steps: ā Identification of the contract, or contracts with a customer; ā Identification of the performance obligations in the contract; ā Determination of the transaction price; ā Allocation of the transaction price to the performance obligations in the contract; and ā Recognition of revenues when or as the Company satisfies the performance obligations. For contracts where the period between when the Company transfers a promised service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The Company has made a policy election to exclude from the measurement of the transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the Company from a customer. Such taxes may include but are not limited to sales, use, value added and certain excise taxes. Disaggregation of Revenues ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, ā December 31, ā ā 2021 2020 ā Subscriptions, support and maintenance ā $ 46,058 $ 35,477 ā Professional services ā 12,255 11,109 ā License ā 749 1,315 ā Asset sales ā 1,391 227 ā Total revenues ā $ 60,453 $ 48,128 ā ā ā ā ā ā ā ā ā ā Revenues Subscription, support and maintenance Our contracts may include variable consideration in the form of usage fees, which are constrained and recognized once the uncertainties associated with the constraint are resolved, which is when usage occurs and the fee is known. Subscription, support and maintenance revenues also includes kiosk rentals and support or maintenance for on-premises software pertaining to license sales. Revenues from kiosk rentals and that support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 76% and 74% of total revenues for the years ended December 31, 2021 and 2020, respectively. Professional services License. Asset sales. Significant judgments The Company enters into contracts with its customers that may include access to SaaS, professional services, software licenses, and sales of hardware. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment. Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for subscription services to the Companyās SaaS offerings and related implementation and training. The Company recognizes deferred revenue as revenues when the services are performed, and the corresponding revenue recognition criteria are met. The Company receives payments both upfront and over time as services are performed. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Deferred revenue is reduced as services are provided and the revenue recognition criteria are met. Deferred revenue that is expected to be recognized as revenues during the succeeding twelve-month period are recorded in current liabilities as deferred revenue ā current portion, and the remaining portion is recorded in long-term liabilities as deferred revenue ā less current portion. Revenues of approximately $22.3 and $17.3 million were recognized for the years ended December 31, 2021 and 2020, respectively, that were included in deferred revenue at the beginning of the respective periods. The change in deferred revenue was as follows: ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, ā December 31, ā ā ā 2021 2020 ā Deferred revenue, beginning ā $ 23,906 ā $ 18,610 ā Billings, net ā ā 65,342 ā ā 53,424 ā Revenue recognized ratably over time ā ā (39,766) ā ā (29,829) ā Revenue recognized over time as delivered ā ā (12,255) ā ā (11,109) ā Revenue recognized at a point in time ā ā (8,432) ā ā (7,190) ā Deferred revenue, ending ā $ 28,795 ā $ 23,906 ā ā ā Cost of revenues Cost of revenues primarily consists of salaries and benefits of personnel relating to our hosting operations and support, implementation, and grants research. Cost of revenues includes data center costs including depreciation of the Companyās data center assets, third-party licensing costs, consulting fees, and the amortization of acquired technology from recent acquisitions. Share-based Compensation The Company expenses share-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of share-based awards represent managementās best estimates, involve inherent uncertainties and the application of managementās judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend ā In accordance with Accounting Standards Update (āASUā) No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share is computed similar to basic net income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Due to the net loss in each of the years ended December 31, 2021 and 2020, diluted and basic loss per share are the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2021 and 2020 are as follows: ā ā ā ā ā ā ā ā 2021 ā 2020 Warrants to purchase common stock 27,093,334 ā 27,093,334 Unvested restricted stock units 3,751,306 ā 3,280,290 Options to purchase common stock 240,421 ā 245,904 Total 31,085,061 ā 30,619,528 ā ā ā ā ā ā ā Income Taxes Deferred tax assets and liabilities are recorded for the expected future tax consequences of events that have been recognized in the Companyās financial statements or tax returns using the asset and liability method. In estimating future tax consequences, all expected future events other than changes in the tax laws or rates are considered. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for tax carryforwards if, in the opinion of management, it is more likely than not that the deferred tax assets will be realized. ā The Company has recorded a valuation allowance to reduce their deferred tax assets to the net amount that they believe is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets In connection with the business combinations on February 19, 2019, the Company recognized goodwill and certain identifiable intangible assets. Goodwill ā Goodwill is tested for impairment at least annually by comparing the estimated fair values of the reporting units to their relative carrying values. The Company uses the income and market methods to estimate the fair value of the asset, which is based on forecasts of the expected future cash flows of the respective reporting unit. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and probability). Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions. ā The Company believes its estimates and assumptions utilized in its impairment testing are reasonable and are comparable to those that would be used by other marketplace participants. However, actual events and results could differ substantially from those used in the valuations. To the extent such factors result in a failure to achieve the level of projected cash flows initially used to estimate fair value for purposes of establishing or subsequently impairing the carrying mount of goodwill, the Company may need to record additional non-cash impairment charges in the future. ā For the year ended December 31, 2021, the Company recorded goodwill impairment of $15.8 million. The Company determined that the fair value of the Payments and Permitting reporting units were less than their carrying value. As a result, the Company recorded a $10.7 million impairment charge for Payments and a $5.1 million impairment charge for Permitting. These reductions were largely due to material differences between our forecasts and actual results. The COVID-19 pandemic has had a negative impact on the growth plans of these reporting units. Significant judgment was required to estimate the fair value of the reporting unit including long-term cash flow forecasts, and the Company obtained the assistance of a third-party valuation specialist. ā For the year ended December 31, 2020, the Company recorded goodwill impairment of $2.0 million. The Company determined that the fair value of the Grants Management reporting unit was less than its carrying value. As a result, the Company recorded a $2.0 million impairment charge. This reduction was largely due to the reporting unitās inability to service its existing backlog during the COVID-19 pandemic. Significant judgment was required to estimate the fair value of the reporting unit including long-term cash flow forecasts, and the Company obtained the assistance of a third-party valuation specialist. ā The following table provides a rollforward of Goodwill for the years ended December 31, 2021 and 2020: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā ā Procurement ā Payments ā Management ā Permitting ā Budget ā Total Balance at December 31, 2019 68,744 ā 88,327 ā 47,140 ā 21,956 ā 60,468 ā 286,635 Goodwill impairment ā ā ā ā (2,000) ā ā ā ā ā (2,000) Balance at December 31, 2020 68,744 ā 88,327 ā 45,140 ā 21,956 ā 60,468 ā 284,635 Goodwill impairment ā ā (10,705) ā ā ā (5,122) ā ā ā (15,827) Balance at December 31, 2021 68,744 ā 77,622 ā 45,140 ā 16,834 ā 60,468 ā 268,808 ā ā Intangible Assets ā Identifiable intangible assets consist of the following as of December 31, 2021 and 2020: ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2021 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (21,494) ā $ 38,590 Trade Names / Trademarks ā ā 16,348 ā ā (4,836) ā ā 11,512 Customer Relationships ā ā 51,003 ā ā (14,630) ā ā 36,373 Non-Compete Agreements ā ā 1,162 ā ā (1,109) ā ā 53 Total Intangibles ā $ 128,597 ā $ (42,069) ā $ 86,528 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (14,026) ā $ 46,058 Trade Names / Trademarks ā ā 16,348 ā ā (3,227) ā ā 13,121 Customer Relationships ā ā 51,003 ā ā (9,514) ā ā 41,489 Non-Compete Agreements ā ā 1,162 ā ā (723) ā ā 439 Total Intangibles ā $ 128,597 ā $ (27,490) ā $ 101,107 ā ā Amortization expense recognized by the Company related to intangible assets for the years ended December 31, 2021 and 2020 was $14.6 million and $14.7 million, respectively. There were no impairment charges recorded for amortizable intangible assets for the years ended December 31, 2021 and 2020. ā The following are the useful lives of acquired intangible assets: ā ā ā ā ā ā ā ā Useful Lives (Years) Patents / Developed Technology ā ā 8 Trade Names / Trademarks ā ā 1-10 Customer Relationships ā ā 10 Non-Compete Agreements ā ā 3 ā The estimated aggregate future amortization expense for intangible assets is as follows: ā ā ā ā ā Year ending December 31, 2022 ā 14,276 Year ending December 31, 2023 ā 14,224 Year ending December 31, 2024 ā 14,263 Year ending December 31, 2025 ā 14,224 Year ending December 31, 2026 ā ā 14,224 Thereafter ā 15,317 ā ā $ 86,528 ā |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation. | |
Share-Based Compensation | Note 5. 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: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā Weighted ā Remaining ā ā ā ā ā ā ā Average ā Contractual ā Total ā ā Number of ā Exercise ā Life (in ā Intrinsic ā ā Shares ā Price ā years) ā Value Outstanding as of December 31, 2020 245,904 ā $ 2.26 7.0 ā $ 1,130 Granted ā ā ā ā ā ā Exercised (5,133) ā ā 1.16 ā ā ā ā ā Forfeited/expired (350) ā ā 1.16 ā ā ā ā ā Outstanding as of December 31, 2021 240,421 ā $ 2.28 6.0 ā $ 1,099 Options vested and exercisable 226,380 ā $ 2.27 ā 5.9 ā $ 1,036 ā ā For the years ended December 31, 2021 and 2020, the Company recorded approximately $0.1 and $0.4 million of share-based compensation expense, respectively, related to the stock options. As of December 31, 2021, the Company has less than $0.1 million of unrecognized share-based compensation cost which will be recognized over 0.3 years. Restricted Stock Units Subsequent to the Acquisition, the Company adopted a plan to issue restricted stock units (āRSUsā) to employees as annual performance awards. RSUs may vest in ratable annual installments over either one, two, three ā ā A summary of the Company's restricted stock units and related information is as follows: ā ā ā ā ā ā ā ā ā Weighted Average ā ā Number of Units ā Grant Price Unvested as of December 31, 2020 3,280,290 ā $ 4.94 Granted 2,129,709 ā ā 6.47 Vested ā (1,198,172) ā ā 4.99 Forfeited/expired (460,521) ā ā 5.43 Unvested as of December 31, 2021 3,751,306 ā $ 5.73 ā For the years ended December 31, 2021 and 2020, the Company recorded approximately $9.9 and $8.2 million of share-based compensation expense, respectively, related to the RSUs. As of December 31, 2021, the Company had unrecognized share-based compensation expense related to all unvested restricted stock units of $12.1 million. The weighted average remaining contractual term of unvested RSUs that is time based is approximately 0.8 years at December 31, 2021. As of December 31, 2021, 1,059,776 unvested RSUs contained performance conditions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 6. Leases The Company leases office space under agreements classified as operating leases that expire on various dates through 2030. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Companyās 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 Companyās share of the landlordās operating expenses. The Company does not act as a lessor or have any leases classified as financing leases. The following summarizes quantitative information about the Companyās leases: Year Ended December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total Finance lease cost ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Amortization of right-of-use assets ā $ ā ā $ 183 ā $ ā ā $ ā ā $ 183 Interest ā ā ā ā ā 69 ā ā ā ā ā ā ā ā 69 Operating lease cost ā ā 456 ā ā 461 ā ā 112 ā ā 426 ā ā 1,455 Total lease cost ā $ 456 ā $ 713 ā $ 112 ā $ 426 ā $ 1,707 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total ā Weighted-average remaining lease term ā finance leases ā ā N/A ā ā 0.3 ā ā N/A ā ā N/A ā ā 0.6 ā Weighted-average remaining lease term ā operating leases ā 0.5 ā N/A ā ā 1.0 ā 8.8 ā 8.7 ā Weighted-average discount rate ā finance leases ā ā N/A ā ā 13.0 % ā N/A ā ā N/A ā ā 13.0 % Weighted-average discount rate ā operating leases ā 9.7 % N/A % ā 8.0 % 4.8 % 4.9 % ā ā ā As of December 31, 2021, future minimum lease payments under non-cancellable leases are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā Operating ā Finance ā ā Procurement Management ā Budget Leases Leases Year Ending December 31, 2022 ā $ 248 ā $ 123 ā $ 429 ā $ 800 ā $ 156 Year Ending December 31, 2023 ā ā ā ā 10 ā 382 ā 392 ā ā ā Year Ending December 31, 2024 ā ā ā ā ā ā 367 ā 367 ā ā ā Year Ending December 31, 2025 ā ā ā ā ā ā 416 ā 416 ā ā ā Year Ending December 31, 2026 ā ā ā ā ā ā ā ā 416 ā ā 416 ā ā ā Thereafter ā ā ā ā ā ā 1,686 ā 1,686 ā ā ā Total ā $ 248 ā $ 133 ā $ 3,696 ā $ 4,077 ā $ 156 Less present value discount ā ā ā ā (7) ā ā (773) ā ā (780) ā ā (16) Present value of lease liabilities ā $ 248 ā $ 126 ā $ 2,923 ā $ 3,297 ā $ 140 ā |
Term Loans
Term Loans | 12 Months Ended |
Dec. 31, 2021 | |
Term Loans | |
Term Loans | ā ā Note 7. Term Loans ā Credit Facility ā On February 14, 2020, the Company entered into an unsecured term loan credit facility (āFebruary 2020 Credit Facilityā) that provides for borrowing of term loans in an aggregate principal amount of $12.0 million. The credit facility had 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 $0.7 million. The $0.7 million of deferred issuance costs included $0.4 million of fees to be applied against interest and $0.3 million of other issuance costs. Amounts outstanding under the credit facility bore 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 increased by one percent per annum until the termination date. The February 2020 Credit Facility was terminated on November 13, 2020 and $0.2 million of unamortized deferred issuance costs were expensed and included in other income, net. ā On November 13, 2020, the Company entered into a senior secured term loan facility (āNovember 2020 Credit Facilityā) that provides for borrowing of term loans in an aggregate principal amount of $25,000,000. The November 2020 Credit Facility has a maturity date of 30 months from the borrowing of the term loans. On the closing date, the Company fully drew on the November 2020 Credit Facility and replaced the Company's February 2020 Credit Facility. Amounts outstanding under the November 2020 Credit Facility accrue interest at a rate of eight percent plus LIBOR or 8.15% at December 31, 2020 and two percent payment-in-kind (āPIKā) interest. The November 2020 Credit Facility is supported by a security interest in the assets of the Company and includes certain financial covenants pertaining to annual recurring revenue, revenue, and cash. As of December 31, 2021 and 2020, the Company was compliant with all financial covenants. ā For the years ended December 31, 2021 and 2020, the Company recognized $2.7 million and $1.1 million of interest expense under the February 2020 and November 2020 Credit Facilities and approximately $0.7 and $0.5 million of debt issuance costs, respectively. At December 31, 2021, the Company had accrued approximately $0.3 million of accrued interest. ā Paycheck Protection Plan Loans (PPP Loans) ā In April and May 2020, the Companyās 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 āPPPā) administered by the Small Business Administration of the United States government. This program was established under the Coronavirus Aid, Relief and Economic Security Act (the āCARES Actā), which was created to provide fast and direct economic assistance for American workers, families, small businesses, and preserves jobs for American industries. The Company used the funds to support the compensation expenses related to its U.S. employees. These loans mature two years from the date of issuance and accrue interest at a rate of one percent per annum, and the Company accounted for these loans in accordance with ASC 470. During the year ended December 31, 2021, the Company recognized $3.2 million in gains on extinguishment of debt associated with the forgiveness of these loans. As of December 31, 2021, all outstanding loans under the PPP had been forgiven. ā The Companyās term loans are summarized as follows: ā ā ā ā November 2020 Credit Facility Principal $ 25,000 Payment-in-kind ("PIK") accrued interest 599 Unamortized deferred issuance costs (958) Term loans, net $ 24,641 ā ā Maturity date May 2023 Interest rate 8% + LIBOR PIK interest rate 2% ā |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 8. Income Taxes ā The components of the income tax provision (benefit) are as follows: ā ā ā ā ā ā ā ā ā 2021 ā 2020 Domestic ā ā ā ā Federal ā ā ā ā ā ā Current ā $ 123 ā $ 234 Deferred ā ā ā ā ā (1,640) State ā ā ā ā ā ā Current ā ā 57 ā ā 108 Deferred ā ā ā ā ā (251) ā ā ā ā ā ā ā Foreign ā ā ā ā ā ā Current ā ā 427 ā ā ā Deferred ā ā 242 ā ā (890) Total ā $ 849 ā $ (2,439) ā A reconciliation of the US federal statutory tax rates and the effective tax rates is as follows: ā ā ā ā ā ā ā ā 2021 ā 2020 Statutory federal income tax provision ā 21.0% ā ā 21.0% State taxes, net of federal income tax effect ā 4.2% ā ā 4.5% Foreign taxes ā 0.3% ā ā 0.6% Permanent items ā (7.7)% ā ā (6.8)% Valuation allowance ā (20.0)% ā ā (14.2)% Other ā 0.6% ā ā 0.4% Total ā (1.6)% ā ā 5.5% ā ā ā ā ā ā ā ā Deferred tax assets (liabilities) comprised the following temporary differences between the financial statement carrying amounts and the tax basis of assets at December 31 and income tax attributes: ā ā ā ā ā ā ā ā ā 2021 ā ā 2020 Deferred tax assets: ā ā ā ā ā ā Settlement amount $ ā ā ā $ 985 Stock-based compensation ā 2,718 ā ā ā 2,391 Lease liability ā 4 ā ā ā 125 Net operating losses ā 30,131 ā ā ā 20,858 Tax credits ā 589 ā ā ā 589 Deferred revenue ā 410 ā ā ā 1,380 Deferred commissions ā 656 ā ā ā 819 Other ā 1,017 ā ā ā 496 Total deferred tax assets ā 35,525 ā ā ā 27,643 Less: valuation allowance ā (17,974) ā ā ā (7,367) Deferred tax assets, net of valuation allowance ā 17,551 ā ā ā 20,276 ā ā ā ā ā ā ā Deferred tax liabilities: ā ā ā ā ā ā Property and equipment ā (720) ā ā ā (901) Intangible assets ā (33,099) ā ā ā (36,177) Right of use assets ā (159) ā ā ā (119) State deferreds ā (1,154) ā ā ā (561) Other ā (157) ā ā ā (12) Total deferred tax liabilities ā (35,289) ā ā ā (37,770) Net deferred taxes $ (17,738) ā ā $ (17,494) ā ā ā ā ā ā ā ā ā The Companyās valuation allowance for the years ended December 31, 2021 and 2020 was approximately $18.0 million and $7.4 million, respectively, relating to U.S. tax credits and federal net operating losses that we do not believe a tax benefit is more likely than not to be realized. ā The Company has approximately $89.9 million of United States federal net operating losses and $10.3 million of Canadian federal net operating losses. The United States federal net operating losses will begin to expire in 2033. The Canadian federal net operating losses will begin to expire in 2039. ā Utilization of the Companyās net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expirations of the net operating loss and tax credit carryforwards before their utilization. The events that may cause ownership changes includes, but are not limited to, a cumulative stock ownership change of greater than 50% over a three-year period. The Company and its subsidiaries are subject to Canadian and United States federal income tax, as well as income and franchise tax in multiple state and provincial jurisdictions. The Canadian and United States federal tax years ended December 31, 2017, and subsequent years, are open for the assessment of taxes and various state and provincial tax years ended December 31, 2016, and subsequent years, are open for the assessment of taxes. ā The 2017 Tax Cuts and Jobs Act (Tax Act) imposed a mandatory transition tax on accumulated foreign earnings and generally eliminated U.S. taxes on foreign subsidiary distribution. As a result, accumulated earnings in foreign jurisdictions are available for distribution to the U.S. without incremental U.S. taxes. As of December 31, 2021 and 2020, the Company had no unrecognized tax benefits and does not anticipate any significant change to the unrecognized tax benefit balance. The Company would classify interest and penalties related to uncertain tax positions as income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Legal Proceedings From time to time, the Company 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. 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 December 31, 2021 and 2020, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | Note 10. Shareholdersā 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 outstanding Class A ordinary shares sold in the Companyās initial public offering (the āpublic shareholdersā) 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 Companyās initial public offering for the benefit of the Companyās public shareholders and into which substantially all of the proceeds from the initial public offering were deposited (the āTrust Accountā). 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 (āASCā) Topic 480 āDistinguishing Liabilities from Equity.ā 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 āSubscription Agreementsā), dated as of various dates from January 9, 2019 through February 12, 2019, by and among GTY and certain institutional and accredited investors party thereto (the āSubscribed Investorsā), GTY Cayman issued to the Subscribed Investors an aggregate of 12,863,098 Class A ordinary shares of GTY for $10.00 per share, for an aggregate cash purchase price of approximately $126.4 million and paid fees of $1.1 million, including three such Subscription Agreements with certain CityBase holders (including Michael Duffy, the chief executive officer of CityBase) for an aggregate of 380,937 Class A ordinary shares of GTY at a price of $10.00 per share, for an aggregate cash purchase price of approximately $3.8 million. The Class A ordinary shares of GTY issued to the Subscribed Investors were cancelled and exchanged on a one-for-one basis for shares of Company common stock at the Closing. In connection with the Subscription Agreements, immediately prior to the Closing, the Sponsor surrendered to GTY Cayman for cancellation (at no cost to GTY) 231,179 Class B (founder) shares, which have been retroactively adjusted in the accompanying statement of stockholders equity, and sold 500,000 private placement warrants held by it to an accredited investor in a private placement for an aggregate of $250,000 or $0.50 per warrant (which was $1.00 per warrant less than the price originally paid for such warrants). GTY Merger Share Exchange In connection with the GTY Merger, all of the issued and outstanding shares of GTY Cayman were exchanged for an equal number of shares of GTY common stock and immediately before the exchange, each outstanding unit was separated into its component Class A ordinary share and warrant. Upon the exchange, 22,978,520 Class A and 13,568,821 Class B shares of GTY Cayman were exchanged for 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 3,955,442 were redeemable at the option of the Company (the āAcquisition Redemption Sharesā), (b) 2.6 million Class A and 0.5 million Class C shares (the āClass C Sharesā) of Questica Exchangeco (the āQuestica Sharesā) and 2,161,741 shares of Bonfire Exchangeco shares (collectively, the āExchange Sharesā) that are exchangeable into an equal number of common stock. The Exchange Shares are recorded as common shares of the Company. The Company also issued 1,000,000 Class B shares of Questica Shares which are not exchangeable for common stock and thus have no value. The shares issued as consideration in the Acquisition were valued at $10 per share in the accompanying condensed consolidated financial statements. The 0.5 million Class C Shares were redeemable at the option of the shareholder at $10 per share, and thus the Company had classified the Class C Shares in the capital stock of Questica Exchangeco as temporary equity in accordance with ASC 480 - "Distinguishing Liabilities from Equity." In June 2019, these shares were redeemed for 0.5 million shares of Common Stock at the market price of $7.72, or $3.9 million, and transferred to permanent equity, and $1.3 million of cash. The incremental $0.2 million above the stated redemption price was recorded as a deemed dividend in the accompanying condensed consolidated financial statements. In April 2019, 193,645 shares of the Bonfire Exchangeco Shares were converted into the Companyās Common Stock on a one-for-one basis. For the period from the Closing Date to December 31, 2019, there was a āMeasurement Period Adjustmentā to change $41,500, or 4,150 shares, of stock consideration to cash consideration. 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 December 31, 2019, 525,060 shares of the Acquisition Redemption Shares, resulting from the Redeemable Shares from the acquisition of eCivis, remain redeemable at the option of the Company. The Redeemable Shares from the acquisition of eCivis required the Company to simultaneously redeem the 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 February 12, 2021, respectively, the Company was 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. ā In March 2020 and April 2020, 246,097 and 230,199 shares of the Bonfire Exchangeco Shares were converted into the Companyās common stock on a one-for-one basis, respectively. In September 2020, to correct an over allocation of common shares held in escrow, 352,675 shares of common stock were returned to the Company and 352,675 of the Bonfire Exchangeco Shares were issued to the Bonfire Holders. During the year ended December 31, 2021, 386,528 exchangeable shares were converted to shares of the Companyās common stock. ā Common Stock 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 year ended December 31, 2019, Bonfire employees exercised 112,526 stock options for the issuance of 112,526 shares of common stock. In December 2019, 97,595 shares of common stock were issued for the vesting of RSUs. ā In February 2020 and April 2020, the Company issued 1,550,388 of exchangeable shares and 336,965 shares of common stock to the former shareholders of Questica and Sherpa, respectively, for contingent consideration related to achieving certain acquisition related milestones. ā In December 2020, the Company issued 2.0 million shares of common stock in a registered direct offering for $7.0 million at a price of $3.50 per share. ā During the year ended December 31, 2021, the Company issued 935,633 shares of common stock for $6.8 million in proceeds. ā Share Repurchases In March 2019, the Company redeemed 100,000 shares of common stock, the OC Redeemable Shares, 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. ā Under the agreements with eCivis, the Company acquired eCivis for aggregate consideration ofāapproximately $14.0 million in cash and 2,883,433 shares of Company common stock, including 703,631 shares of the Companyās 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 āRedeemable Sharesā). Upon redemption of the Redeemable Shares, the Company must simultaneously redeem additional shares from the holder equal to 40% of the number of Redeemable Shares being redeemed (the āAdditional Sharesā) at $10 per share. If the Redeemable Shares were not redeemed by February 12, 2020 and February 12, 2021, the Company was required to issue additional shares, as calculated based on the number of outstanding Redeemable Shares. For the period from the Closing Date to December 31, 2019, the Company repurchased 616,366 shares of common stock for $5.2 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 $4.2 million, and the remaining $1.0 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, 2020, the Company purchased 127,712 shares of common stock from employees under the Companyās RSU plan. Preferred Shares Warrants At December 31, 2021 and 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 public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 daysā 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. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Segment Reporting | ā ā Note 11. Segment Reporting The Company conducts the business through the following five operating segments: Procurement, Payments, Grants Management, Permitting, and Budget. The accounting policies of the operating segments are the same as those described in Note 3. Non-allocated interest expense and various other administrative costs are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets. The following provides operating information about the Companyās reportable segments for the periods presented (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 Corporate Procurement Payments Grants Management Permitting Budget Total ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 10,559 ā ā 12,848 ā ā 7,663 ā ā 2,778 ā ā 26,605 ā $ 60,453 Cost of revenues ā ā ā ā 2,047 ā ā 8,258 ā ā 3,157 ā ā 700 ā ā 8,210 ā 22,372 Income (loss) from operations ā (7,863) ā ā (2,959) ā ā (25,197) ā ā (4,212) ā ā (6,869) ā ā 1,598 ā (45,502) Amortization of intangible assets ā ā ā ā ā 2,642 ā ā 5,496 ā ā 1,302 ā ā 1,203 ā ā 3,936 ā ā 14,579 Depreciation expense ā ā 1 ā ā 182 ā ā 359 ā ā 37 ā ā 14 ā ā 427 ā ā 1,020 Interest income (expense), net ā ā (3,425) ā ā 1 ā ā 54 ā ā 6 ā ā ā ā ā ā ā ā (3,364) Benefit from (provision for) income taxes ā ā (1,743) ā ā 496 ā ā ā ā ā 1,243 ā ā 501 ā ā (1,346) ā ā (849) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 7,806 ā ā 8,863 ā ā 6,693 ā ā 2,645 ā ā 22,121 ā $ 48,128 Cost of revenues ā ā ā ā 1,520 ā ā 6,682 ā ā 3,030 ā ā 563 ā ā 6,673 ā 18,468 Loss from operations ā (10,459) ā ā (4,750) ā ā (22,557) ā ā (4,233) ā ā (2,220) ā ā 1,501 ā (42,718) Amortization of intangible assets ā ā ā ā ā 2,658 ā ā 5,504 ā ā 1,310 ā ā 1,208 ā ā 4,001 ā ā 14,681 Depreciation expense ā ā ā ā ā 138 ā ā 459 ā ā 41 ā ā ā ā ā 225 ā ā 863 Interest income (expense), net ā ā (1,663) ā ā 2 ā ā (92) ā ā (6) ā ā ā ā ā 1 ā ā (1,758) Benefit from (provision for) income taxes ā ā (1,334) ā ā 691 ā ā 1,922 ā ā 1,294 ā ā 669 ā ā (803) ā ā 2,439 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 77,622 ā ā 45,140 ā ā 16,834 ā ā 60,468 ā $ 268,808 Assets ā 15,063 ā ā 92,352 ā ā 84,940 ā ā 53,168 ā ā 22,186 ā ā 127,235 ā 394,944 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 88,327 ā ā 45,140 ā ā 21,956 ā ā 60,468 ā $ 284,635 Assets ā 31,407 ā ā 92,841 ā ā 110,339 ā ā 55,676 ā ā 28,474 ā ā 113,710 ā 432,447 ā ā Revenues from North America customers accounted for greater than 90% of the Companyās revenues for the periods presented. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 12. Subsequent Events The compensation committee of our board of directors approved a grant on February 10, 2022 of restricted stock units to employees totaling 202,098 shares. Each restricted stock unit entitles the recipient to receive one share of common stock upon vesting of the award. ā |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (āU.S. GAAPā) and pursuant to the rules and regulations of the SEC. The Acquisition was accounted for as a business combination using the acquisition method of accounting. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include all accounts of the Acquired Companies and the Acquired Companiesā subsidiaries and do not represent a single legal entity. All material intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. |
Reclassification | Reclassification Certain prior period statement of cash flow amounts have been reclassified to conform to the current presentation. These reclassifications did not have an impact on net cash flows. |
Liquidity | Liquidity As reflected in the accompanying consolidated financial statements, the Company reported a net loss of $53.8 million and $41.9 million for the years ended December 31, 2021 and 2020, respectively, and had an accumulated deficit of $176.5 million as of December 31, 2021. The Companyās net cash used in operations was $6.4 million for the year ended December 31, 2021. In April and May 2020, the Company received $3.2 million in proceeds from loans under the Paycheck Protection Program. In November 2020, the Company entered into a senior secured term loan facility that provides for borrowing of term loans in an aggregate principal amount of $25.0 million. In December 2020, the Company issued 2.0 million shares of common stock in a registered direct offering for $7.0 million at a price of $3.50 per share. During the year ended December 31, 2021, the Company sold 935,633 shares of common stock for $6.8 million in proceeds. As of December 31, 2021, the Company had $13.3 million in cash and cash equivalents, largely from the above financing sources. Based on the Companyās current expectations of revenues and expenses, the Company expects that its current cash and cash equivalents is sufficient to meet its liquidity needs for twelve months after the issuance of these financial statements. If the Companyās revenues do not grow as expected and if the Company is unable to manage expenses sufficiently, the Company may be required to obtain additional equity or debt financing. Although the Company has been previously able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to the Company or existing shareholders. If the Company is unable to secure additional financing, as circumstances require, or does not succeed in meeting its sales objectives, it may not be able to continue its operations. |
Segments | Segments The Company has five operating segments. The Companyās Chief Executive Officer and Chief Financial Officer, who jointly are the Companyās chief operating decision maker, review financial information for each of the Acquired Companies, together with certain consolidated operating metrics, to make decisions about how to allocate resources and to measure the Companyās performance. See Note 11. |
Emerging Growth Company | Emerging Growth Company The Company was an āemerging growth companyā until December 31, 2021 as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the āJOBS Actā), which allowed it to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company had elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companyās consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash includes cash held in checking and savings accounts. Cash equivalents are comprised of investments in money market mutual funds. Cash and cash equivalents are recorded at cost, which approximates fair value. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due from our customers, which are primarily located throughout the United States and Canada. Accounts receivable are recorded at the invoiced amount, do not require collateral, and do not bear interest. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Companyās customers may have an inability to meet financial obligations, such as bankruptcy and significantly aged receivables outstanding. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. Bad debt expense is recorded when events or circumstances indicate an additional allowance is required based on the Companyās specific identification approach. The allowance for doubtful accounts as of December 31, 2021 and 2020 was immaterial. Bad debt expense for all periods presented was immaterial. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash accounts in financial institutions held in the United States and Canada at times may exceed the depository insurance coverage of $250,000 and CDN 100,000, respectively. As of December 31, 2021 and 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, impairment risks associated with goodwill and intangible assets, share-based awards, warrants, and contingent consideration. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further customer slowdowns or shutdowns, depress demand, and adversely impact results of operations. During the year ended December 31, 2021, the Company faced significant uncertainties and continues to expect uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic . Estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in the consolidated financial statements. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. Property, plant and equipment is depreciated using the straight-line method over five fifteen three five Leasehold improvements are amortized over the shorter of the useful lives or the term of the respective leases. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired customer relationships, acquired developed technology, trade names and non-compete agreements which were acquired as part of the Acquisition. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. Under ASC 350, Intangibles ā Goodwill and Other |
Business Combinations (Successor) | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting based on Accounting Standards Codification (āASCā) 805 ā Business Combinations, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to the fair value of any contingent consideration are recorded in the Companyās consolidated statements of operations. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Companyās consolidated financial statements may be provisional and thus subject to further adjustments within the permitted measurement period (a year from the date of acquisition), as defined in ASC 805. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets, including property and equipment and intangible assets and goodwill for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized when the assetās carrying value exceeds the total undiscounted cash flows expected from its use and eventual disposition. The amount of the impairment loss is determined as the excess of the carrying value of the asset over its fair value. |
Public and Private Warrant | Public and Private Warrants On November 1, 2016, the Company consummated its initial public offering of 55,200,000 units, consisting of one share of Class A common stock and one-third of one warrant exercisable for Class A Common Stock, at a price of $10.00 per unit. Each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the āPublic Warrantsā). Simultaneously with the closing of the IPO, the Company completed the private sale of 8,693,334 warrants to the Companyās sponsor at a price of $1.50 per warrant (the āPrivate Warrantsā). Each Private Warrant allowed the sponsor to purchase one share of Class A common stock at $11.50 per share. The warrants will expire on February 19, 2024, which is five years after the acquisition date. The Private Warrants are identical to the Public Warrants except that holders of the Private Warrants may elect to exercise them on a cashless basis by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the āfair market valueāā (defined below) by (y) the fair market value. The āfair market valueā means the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Company evaluated the Public and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entityās Own Equity |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Companyās incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset results in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent |
Fair Value | Fair Value 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 . ā Level 1 ā uses quoted prices in active markets for identical assets or liabilities. ā Level 2 ā 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. ā Level 3 ā 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 Companyās only material financial instruments carried at fair value as of December 31, 2021 and 2020, with changes in fair value flowing through current earnings, consist of contingent consideration liabilities recorded in conjunction with business combinations and warrant liabilities and are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2021 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 13 ā $ ā ā $ ā ā $ 13 Contingent consideration ā long term ā 43,032 ā ā ā ā ā 43,032 Warrant liability ā ā 4,868 ā ā ā ā ā ā ā ā 4,868 Total liabilities measured at fair value ā $ 47,913 ā $ ā ā $ ā ā $ 47,913 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 Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2020 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 743 ā $ ā ā $ ā ā $ 743 Contingent consideration ā long term ā 42,530 ā ā ā ā ā 42,530 Warrant liability ā ā 3,040 ā ā ā ā ā ā ā ā 3,040 Total liabilities measured at fair value ā $ 46,313 ā $ ā ā $ ā ā $ 46,313 ā ā There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2021 and 2020. The following tables present 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 contingent consideration liabilities measured at fair value from December 31, 2020 to December 31, 2021 were as follows: ā ā ā ā ā Contingent consideration ā December 31, 2020 $ 43,273 Change in fair value of contingent consideration ā 597 Payments of contingent consideration ā ā (825) Contingent consideration ā December 31, 2021 ā $ 43,045 ā ā The fair value of the Companyās 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 companyās achievement of annual earnings targets in certain years and other events considered in certain transaction documents. The fair values of the contingent consideration are calculated through the use of Monte Carlo simulations 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. As of December 31, 2021, the contingent consideration liability consists of consideration due to former shareholders of CityBase and shareholders associated with an asset purchase by eCivis prior to the Acquisition. Shareholders associated with CityBase may receive, upon CityBaseās trailing twelve-month net revenue exceeding $37.0 million, or the CityBase threshold, on or prior to December 31, 2048, an earnout payment equal to a number of shares (or, in the case of certain individuals associated with CityBase who are not accredited investors, the cash value thereof) of our common stock calculated by dividing $54.5 million by the greater of (x) $10.00 or (y) the volume-weighted average closing price for the shares of our common stock for the 30 trading days immediately preceding the payment date. The fair value of contingent consideration as of December 31, 2021 is $42.4 million. The valuation of contingent consideration as of December 31, 2021 was derived from a Monte Carlo simulation of payout patterns from revenue estimates provided by the Company. ā Pursuant to the terms of a 2018 asset purchase agreement by eCivis, shareholders associated with the purchase may receive cash consideration equal to 7.5% of new revenue between $500,000 and 999,999.99, 10% of new revenue above $1,000,000, 2% of renewal revenue up to 249,999.99 3% of renewal revenue between $250,000.00 to $749,999.99 and 5% above $750,000.00 in each earn-out year beginning in 2018 and ending in 2022. Only revenue derived from the acquired assets is eligible. The potential undiscounted amount of all future payments that the Company could be required to make is unlimited. The total fair value of the associated contingent liability as of December 31, 2021 is approximately $0.6 million. The valuation of contingent consideration as of December 31, 2021 was derived from a discounted cash flow model based on expected payment amounts estimated by the Company. ā Changes in the warrant liability measured at fair value from December 31, 2020 to December 31, 2021 were as follows: ā ā ā ā ā Warrant liability ā December 31, 2020 ā $ 3,040 Change in fair value of warrant liability ā 1,828 Warrant liability ā December 31, 2021 ā $ 4,868 ā ā ā ā ā The warrant liability was estimated using a Black-Scholes model derived from a Monte Carlo simulation of the Companyās outstanding public warrants. These inputs were primarily derived from the implied volatility of the traded public warrant price or 41.8% as of December 31, 2021. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term nature of these instruments. The Company measures certain assets at fair value on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and other intangible assets. A financial instrumentās categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The assets, liabilities and results of operations of certain consolidated entities are measured using their functional currency, which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these entities with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the consolidated balance sheet date and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these entitiesā consolidated financial statements are reported in accumulated other comprehensive income (loss) in the consolidated balance sheets and total other comprehensive loss on the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company adopted the Financial Accounting Standards Board (āFASBā) revenue recognition framework, ASC 606, Revenue from Contracts with Customers With the adoption of Topic 606, revenues are recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenues recognized will not occur. The Company determines the amount of revenues to be recognized through application of the following steps: ā Identification of the contract, or contracts with a customer; ā Identification of the performance obligations in the contract; ā Determination of the transaction price; ā Allocation of the transaction price to the performance obligations in the contract; and ā Recognition of revenues when or as the Company satisfies the performance obligations. For contracts where the period between when the Company transfers a promised service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. The Company has made a policy election to exclude from the measurement of the transaction price all taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue producing transaction and collected by the Company from a customer. Such taxes may include but are not limited to sales, use, value added and certain excise taxes. |
Disaggregation of Revenues | Disaggregation of Revenues ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, ā December 31, ā ā 2021 2020 ā Subscriptions, support and maintenance ā $ 46,058 $ 35,477 ā Professional services ā 12,255 11,109 ā License ā 749 1,315 ā Asset sales ā 1,391 227 ā Total revenues ā $ 60,453 $ 48,128 ā ā ā ā ā ā ā ā ā ā Revenues Subscription, support and maintenance Our contracts may include variable consideration in the form of usage fees, which are constrained and recognized once the uncertainties associated with the constraint are resolved, which is when usage occurs and the fee is known. Subscription, support and maintenance revenues also includes kiosk rentals and support or maintenance for on-premises software pertaining to license sales. Revenues from kiosk rentals and that support are recognized on a straight-line basis over the support period. Revenues from subscription, support and maintenance comprised approximately 76% and 74% of total revenues for the years ended December 31, 2021 and 2020, respectively. Professional services License. Asset sales. Significant judgments The Company enters into contracts with its customers that may include access to SaaS, professional services, software licenses, and sales of hardware. A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment. |
Deferred revenue | Deferred revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for subscription services to the Companyās SaaS offerings and related implementation and training. The Company recognizes deferred revenue as revenues when the services are performed, and the corresponding revenue recognition criteria are met. The Company receives payments both upfront and over time as services are performed. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Deferred revenue is reduced as services are provided and the revenue recognition criteria are met. Deferred revenue that is expected to be recognized as revenues during the succeeding twelve-month period are recorded in current liabilities as deferred revenue ā current portion, and the remaining portion is recorded in long-term liabilities as deferred revenue ā less current portion. Revenues of approximately $22.3 and $17.3 million were recognized for the years ended December 31, 2021 and 2020, respectively, that were included in deferred revenue at the beginning of the respective periods. The change in deferred revenue was as follows: ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, ā December 31, ā ā ā 2021 2020 ā Deferred revenue, beginning ā $ 23,906 ā $ 18,610 ā Billings, net ā ā 65,342 ā ā 53,424 ā Revenue recognized ratably over time ā ā (39,766) ā ā (29,829) ā Revenue recognized over time as delivered ā ā (12,255) ā ā (11,109) ā Revenue recognized at a point in time ā ā (8,432) ā ā (7,190) ā Deferred revenue, ending ā $ 28,795 ā $ 23,906 ā |
Cost of revenues | Cost of revenues Cost of revenues primarily consists of salaries and benefits of personnel relating to our hosting operations and support, implementation, and grants research. Cost of revenues includes data center costs including depreciation of the Companyās data center assets, third-party licensing costs, consulting fees, and the amortization of acquired technology from recent acquisitions. |
Stock Based Compensation | Share-based Compensation The Company expenses share-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. Share-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of share-based awards represent managementās best estimates, involve inherent uncertainties and the application of managementās judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend ā In accordance with Accounting Standards Update (āASUā) No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting, |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share is computed similar to basic net income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Due to the net loss in each of the years ended December 31, 2021 and 2020, diluted and basic loss per share are the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at December 31, 2021 and 2020 are as follows: ā ā ā ā ā ā ā ā 2021 ā 2020 Warrants to purchase common stock 27,093,334 ā 27,093,334 Unvested restricted stock units 3,751,306 ā 3,280,290 Options to purchase common stock 240,421 ā 245,904 Total 31,085,061 ā 30,619,528 ā ā ā ā ā |
Income Taxes | ā ā Income Taxes Deferred tax assets and liabilities are recorded for the expected future tax consequences of events that have been recognized in the Companyās financial statements or tax returns using the asset and liability method. In estimating future tax consequences, all expected future events other than changes in the tax laws or rates are considered. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized for temporary differences that will result in deductible amounts in future years and for tax carryforwards if, in the opinion of management, it is more likely than not that the deferred tax assets will be realized. ā The Company has recorded a valuation allowance to reduce their deferred tax assets to the net amount that they believe is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. ā A tax position is recognized as a benefit only if it is āmore likely than notā that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the āmore likely than notā test, no tax benefit is recorded. The Company recognizes interest and penalties related to income tax matters in income tax expense. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies various aspects related to accounting for income taxes, removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. On January 1, 2020, we adopted ASU 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820), On January 1, 2020, we adopted ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) ā Customerās Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In February 2017, the FASB issued guidance which simplifies the subsequent measurement of goodwill by no longer requiring an entity to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this new guidance, an entity would perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unitās fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Under the new guidance, an entity continues to have the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. The Company adopted this standard effective January 1, 2020, and the adoption of this standard did not have a material impact on the Companyās consolidated financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restatement of Previously Issued Financial Statements | |
Schedule of effect of the revision for the financial statement | ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Statements of Operations and Comprehensive Loss ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Change in fair value of warrant liability ā $ ā ā $ (2,131) ā $ (2,131) Net loss ā $ 44,015 ā $ (2,131) ā $ 41,884 Comprehensive loss ā $ 44,379 ā $ (2,131) ā $ 42,248 Net loss per share, basic and diluted ā $ (0.82) ā $ 0.04 ā $ (0.78) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Statements of Cash Flows ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Net loss ā $ 44,015 ā $ (2,131) ā $ 41,884 Change in fair value of warrant liability ā $ ā ā $ (2,131) ā $ (2,131) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Condensed Consolidated Balance Sheet ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā As Previously Reported ā Adjustments ā As Revised Warrant liability ā $ ā ā $ 3,040 ā $ 3,040 Additional paid in capital ā $ 390,232 ā $ (9,351) ā $ 380,881 Accumulated deficit ā $ (129,030) ā $ 6,311 ā $ (122,719) ā ā ā ā ā ā ā ā ā ā |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of contingent consideration liabilities | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2021 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 13 ā $ ā ā $ ā ā $ 13 Contingent consideration ā long term ā 43,032 ā ā ā ā ā 43,032 Warrant liability ā ā 4,868 ā ā ā ā ā ā ā ā 4,868 Total liabilities measured at fair value ā $ 47,913 ā $ ā ā $ ā ā $ 47,913 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 Fair Value Measurement at ā ā ā ā ā Reporting Date Using ā ā ā Quoted Prices in Significant ā ā ā ā ā ā ā Active Markets ā Other ā Significant ā ā Balance as of ā for Identical ā Observable ā Unobservable ā ā December 31, ā Assets ā Inputs ā Inputs ā ā 2020 ā (Level 1) ā (Level 2) ā (Level 3) Contingent consideration ā current ā $ 743 ā $ ā ā $ ā ā $ 743 Contingent consideration ā long term ā 42,530 ā ā ā ā ā 42,530 Warrant liability ā ā 3,040 ā ā ā ā ā ā ā ā 3,040 Total liabilities measured at fair value ā $ 46,313 ā $ ā ā $ ā ā $ 46,313 |
Schedule of Changes in Level 3 liabilities | ā ā ā ā ā Contingent consideration ā December 31, 2020 $ 43,273 Change in fair value of contingent consideration ā 597 Payments of contingent consideration ā ā (825) Contingent consideration ā December 31, 2021 ā $ 43,045 |
Changes in warrant liability | ā ā ā ā ā Warrant liability ā December 31, 2020 ā $ 3,040 Change in fair value of warrant liability ā 1,828 Warrant liability ā December 31, 2021 ā $ 4,868 ā ā ā ā |
Schedule of Disaggregation of revenues | ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, ā December 31, ā ā 2021 2020 ā Subscriptions, support and maintenance ā $ 46,058 $ 35,477 ā Professional services ā 12,255 11,109 ā License ā 749 1,315 ā Asset sales ā 1,391 227 ā Total revenues ā $ 60,453 $ 48,128 ā ā ā ā ā ā ā ā ā |
Schedule of Deferred Revenue | ā ā ā ā ā ā ā ā ā ā ā Year Ended ā Year Ended ā ā ā December 31, ā December 31, ā ā ā 2021 2020 ā Deferred revenue, beginning ā $ 23,906 ā $ 18,610 ā Billings, net ā ā 65,342 ā ā 53,424 ā Revenue recognized ratably over time ā ā (39,766) ā ā (29,829) ā Revenue recognized over time as delivered ā ā (12,255) ā ā (11,109) ā Revenue recognized at a point in time ā ā (8,432) ā ā (7,190) ā Deferred revenue, ending ā $ 28,795 ā $ 23,906 ā |
Schedule of securities that were not included in the computation of diluted loss per share | ā ā ā ā ā ā ā ā 2021 ā 2020 Warrants to purchase common stock 27,093,334 ā 27,093,334 Unvested restricted stock units 3,751,306 ā 3,280,290 Options to purchase common stock 240,421 ā 245,904 Total 31,085,061 ā 30,619,528 ā ā ā ā ā |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Schedule of Goodwill Roll-Forward | ā The following table provides a rollforward of Goodwill for the years ended December 31, 2021 and 2020: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā ā Procurement ā Payments ā Management ā Permitting ā Budget ā Total Balance at December 31, 2019 68,744 ā 88,327 ā 47,140 ā 21,956 ā 60,468 ā 286,635 Goodwill impairment ā ā ā ā (2,000) ā ā ā ā ā (2,000) Balance at December 31, 2020 68,744 ā 88,327 ā 45,140 ā 21,956 ā 60,468 ā 284,635 Goodwill impairment ā ā (10,705) ā ā ā (5,122) ā ā ā (15,827) Balance at December 31, 2021 68,744 ā 77,622 ā 45,140 ā 16,834 ā 60,468 ā 268,808 |
Summary of identifiable intangible assets | ā Identifiable intangible assets consist of the following as of December 31, 2021 and 2020: ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2021 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (21,494) ā $ 38,590 Trade Names / Trademarks ā ā 16,348 ā ā (4,836) ā ā 11,512 Customer Relationships ā ā 51,003 ā ā (14,630) ā ā 36,373 Non-Compete Agreements ā ā 1,162 ā ā (1,109) ā ā 53 Total Intangibles ā $ 128,597 ā $ (42,069) ā $ 86,528 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā December 31, 2020 ā ā Gross Carrying Amount ā Accumulated Amortization ā Net Carrying Amount Patents / Developed Technology ā $ 60,084 ā $ (14,026) ā $ 46,058 Trade Names / Trademarks ā ā 16,348 ā ā (3,227) ā ā 13,121 Customer Relationships ā ā 51,003 ā ā (9,514) ā ā 41,489 Non-Compete Agreements ā ā 1,162 ā ā (723) ā ā 439 Total Intangibles ā $ 128,597 ā $ (27,490) ā $ 101,107 ā ā |
Useful lives of acquired intangible assets | The following are the useful lives of acquired intangible assets: ā ā ā ā ā ā ā ā Useful Lives (Years) Patents / Developed Technology ā ā 8 Trade Names / Trademarks ā ā 1-10 Customer Relationships ā ā 10 Non-Compete Agreements ā ā 3 |
Summary of aggregate future amortization expense for intangible assets | The estimated aggregate future amortization expense for intangible assets is as follows: ā ā ā ā ā Year ending December 31, 2022 ā 14,276 Year ending December 31, 2023 ā 14,224 Year ending December 31, 2024 ā 14,263 Year ending December 31, 2025 ā 14,224 Year ending December 31, 2026 ā ā 14,224 Thereafter ā 15,317 ā ā $ 86,528 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation. | |
Summary of stock option activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā Weighted ā Remaining ā ā ā ā ā ā ā Average ā Contractual ā Total ā ā Number of ā Exercise ā Life (in ā Intrinsic ā ā Shares ā Price ā years) ā Value Outstanding as of December 31, 2020 245,904 ā $ 2.26 7.0 ā $ 1,130 Granted ā ā ā ā ā ā Exercised (5,133) ā ā 1.16 ā ā ā ā ā Forfeited/expired (350) ā ā 1.16 ā ā ā ā ā Outstanding as of December 31, 2021 240,421 ā $ 2.28 6.0 ā $ 1,099 Options vested and exercisable 226,380 ā $ 2.27 ā 5.9 ā $ 1,036 |
Summary of restricted stock units | ā ā ā ā ā ā ā ā ā Weighted Average ā ā Number of Units ā Grant Price Unvested as of December 31, 2020 3,280,290 ā $ 4.94 Granted 2,129,709 ā ā 6.47 Vested ā (1,198,172) ā ā 4.99 Forfeited/expired (460,521) ā ā 5.43 Unvested as of December 31, 2021 3,751,306 ā $ 5.73 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of quantitative information about the Company's operating leases | The following summarizes quantitative information about the Companyās leases: Year Ended December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total Finance lease cost ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Amortization of right-of-use assets ā $ ā ā $ 183 ā $ ā ā $ ā ā $ 183 Interest ā ā ā ā ā 69 ā ā ā ā ā ā ā ā 69 Operating lease cost ā ā 456 ā ā 461 ā ā 112 ā ā 426 ā ā 1,455 Total lease cost ā $ 456 ā $ 713 ā $ 112 ā $ 426 ā $ 1,707 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā ā ā ā Procurement Payments Management ā Budget Total ā Weighted-average remaining lease term ā finance leases ā ā N/A ā ā 0.3 ā ā N/A ā ā N/A ā ā 0.6 ā Weighted-average remaining lease term ā operating leases ā 0.5 ā N/A ā ā 1.0 ā 8.8 ā 8.7 ā Weighted-average discount rate ā finance leases ā ā N/A ā ā 13.0 % ā N/A ā ā N/A ā ā 13.0 % Weighted-average discount rate ā operating leases ā 9.7 % N/A % ā 8.0 % 4.8 % 4.9 % |
Schedule of future minimum lease payments under non-cancellable operating leases | ā As of December 31, 2021, future minimum lease payments under non-cancellable leases are as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā Operating ā Finance ā ā Procurement Management ā Budget Leases Leases Year Ending December 31, 2022 ā $ 248 ā $ 123 ā $ 429 ā $ 800 ā $ 156 Year Ending December 31, 2023 ā ā ā ā 10 ā 382 ā 392 ā ā ā Year Ending December 31, 2024 ā ā ā ā ā ā 367 ā 367 ā ā ā Year Ending December 31, 2025 ā ā ā ā ā ā 416 ā 416 ā ā ā Year Ending December 31, 2026 ā ā ā ā ā ā ā ā 416 ā ā 416 ā ā ā Thereafter ā ā ā ā ā ā 1,686 ā 1,686 ā ā ā Total ā $ 248 ā $ 133 ā $ 3,696 ā $ 4,077 ā $ 156 Less present value discount ā ā ā ā (7) ā ā (773) ā ā (780) ā ā (16) Present value of lease liabilities ā $ 248 ā $ 126 ā $ 2,923 ā $ 3,297 ā $ 140 |
Schedule of future minimum lease payments under non-cancellable finance leases | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Grants ā ā ā Operating ā Finance ā ā Procurement Management ā Budget Leases Leases Year Ending December 31, 2022 ā $ 248 ā $ 123 ā $ 429 ā $ 800 ā $ 156 Year Ending December 31, 2023 ā ā ā ā 10 ā 382 ā 392 ā ā ā Year Ending December 31, 2024 ā ā ā ā ā ā 367 ā 367 ā ā ā Year Ending December 31, 2025 ā ā ā ā ā ā 416 ā 416 ā ā ā Year Ending December 31, 2026 ā ā ā ā ā ā ā ā 416 ā ā 416 ā ā ā Thereafter ā ā ā ā ā ā 1,686 ā 1,686 ā ā ā Total ā $ 248 ā $ 133 ā $ 3,696 ā $ 4,077 ā $ 156 Less present value discount ā ā ā ā (7) ā ā (773) ā ā (780) ā ā (16) Present value of lease liabilities ā $ 248 ā $ 126 ā $ 2,923 ā $ 3,297 ā $ 140 |
Term Loans (Tables)
Term Loans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Term Loans | |
Schedule of term loans are summarized | ā ā ā ā November 2020 Credit Facility Principal $ 25,000 Payment-in-kind ("PIK") accrued interest 599 Unamortized deferred issuance costs (958) Term loans, net $ 24,641 ā ā Maturity date May 2023 Interest rate 8% + LIBOR PIK interest rate 2% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of the income tax provision (benefit) | ā ā ā ā ā ā ā ā ā 2021 ā 2020 Domestic ā ā ā ā Federal ā ā ā ā ā ā Current ā $ 123 ā $ 234 Deferred ā ā ā ā ā (1,640) State ā ā ā ā ā ā Current ā ā 57 ā ā 108 Deferred ā ā ā ā ā (251) ā ā ā ā ā ā ā Foreign ā ā ā ā ā ā Current ā ā 427 ā ā ā Deferred ā ā 242 ā ā (890) Total ā $ 849 ā $ (2,439) |
Schedule of reconciliation of the US federal statutory tax rates and the effective tax rates | ā ā ā ā ā ā ā ā 2021 ā 2020 Statutory federal income tax provision ā 21.0% ā ā 21.0% State taxes, net of federal income tax effect ā 4.2% ā ā 4.5% Foreign taxes ā 0.3% ā ā 0.6% Permanent items ā (7.7)% ā ā (6.8)% Valuation allowance ā (20.0)% ā ā (14.2)% Other ā 0.6% ā ā 0.4% Total ā (1.6)% ā ā 5.5% ā ā ā ā ā ā |
Schedule of Deferred tax assets (liabilities) | ā ā ā ā ā ā ā ā ā 2021 ā ā 2020 Deferred tax assets: ā ā ā ā ā ā Settlement amount $ ā ā ā $ 985 Stock-based compensation ā 2,718 ā ā ā 2,391 Lease liability ā 4 ā ā ā 125 Net operating losses ā 30,131 ā ā ā 20,858 Tax credits ā 589 ā ā ā 589 Deferred revenue ā 410 ā ā ā 1,380 Deferred commissions ā 656 ā ā ā 819 Other ā 1,017 ā ā ā 496 Total deferred tax assets ā 35,525 ā ā ā 27,643 Less: valuation allowance ā (17,974) ā ā ā (7,367) Deferred tax assets, net of valuation allowance ā 17,551 ā ā ā 20,276 ā ā ā ā ā ā ā Deferred tax liabilities: ā ā ā ā ā ā Property and equipment ā (720) ā ā ā (901) Intangible assets ā (33,099) ā ā ā (36,177) Right of use assets ā (159) ā ā ā (119) State deferreds ā (1,154) ā ā ā (561) Other ā (157) ā ā ā (12) Total deferred tax liabilities ā (35,289) ā ā ā (37,770) Net deferred taxes $ (17,738) ā ā $ (17,494) ā ā ā ā ā ā ā |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Summary of operating information about the Company's reportable segments | The following provides operating information about the Companyās reportable segments for the periods presented (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 Corporate Procurement Payments Grants Management Permitting Budget Total ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 10,559 ā ā 12,848 ā ā 7,663 ā ā 2,778 ā ā 26,605 ā $ 60,453 Cost of revenues ā ā ā ā 2,047 ā ā 8,258 ā ā 3,157 ā ā 700 ā ā 8,210 ā 22,372 Income (loss) from operations ā (7,863) ā ā (2,959) ā ā (25,197) ā ā (4,212) ā ā (6,869) ā ā 1,598 ā (45,502) Amortization of intangible assets ā ā ā ā ā 2,642 ā ā 5,496 ā ā 1,302 ā ā 1,203 ā ā 3,936 ā ā 14,579 Depreciation expense ā ā 1 ā ā 182 ā ā 359 ā ā 37 ā ā 14 ā ā 427 ā ā 1,020 Interest income (expense), net ā ā (3,425) ā ā 1 ā ā 54 ā ā 6 ā ā ā ā ā ā ā ā (3,364) Benefit from (provision for) income taxes ā ā (1,743) ā ā 496 ā ā ā ā ā 1,243 ā ā 501 ā ā (1,346) ā ā (849) ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Year Ended December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Total revenue ā $ ā ā ā 7,806 ā ā 8,863 ā ā 6,693 ā ā 2,645 ā ā 22,121 ā $ 48,128 Cost of revenues ā ā ā ā 1,520 ā ā 6,682 ā ā 3,030 ā ā 563 ā ā 6,673 ā 18,468 Loss from operations ā (10,459) ā ā (4,750) ā ā (22,557) ā ā (4,233) ā ā (2,220) ā ā 1,501 ā (42,718) Amortization of intangible assets ā ā ā ā ā 2,658 ā ā 5,504 ā ā 1,310 ā ā 1,208 ā ā 4,001 ā ā 14,681 Depreciation expense ā ā ā ā ā 138 ā ā 459 ā ā 41 ā ā ā ā ā 225 ā ā 863 Interest income (expense), net ā ā (1,663) ā ā 2 ā ā (92) ā ā (6) ā ā ā ā ā 1 ā ā (1,758) Benefit from (provision for) income taxes ā ā (1,334) ā ā 691 ā ā 1,922 ā ā 1,294 ā ā 669 ā ā (803) ā ā 2,439 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2021 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 77,622 ā ā 45,140 ā ā 16,834 ā ā 60,468 ā $ 268,808 Assets ā 15,063 ā ā 92,352 ā ā 84,940 ā ā 53,168 ā ā 22,186 ā ā 127,235 ā 394,944 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Goodwill ā $ ā ā ā 68,744 ā ā 88,327 ā ā 45,140 ā ā 21,956 ā ā 60,468 ā $ 284,635 Assets ā 31,407 ā ā 92,841 ā ā 110,339 ā ā 55,676 ā ā 28,474 ā ā 113,710 ā 432,447 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements - Statement of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Change in fair value of warrant liability | $ 1,828 | $ (2,131) |
Net loss | 53,828 | 41,884 |
Comprehensive loss | $ 53,878 | $ 42,248 |
Net loss per share, basic | $ (0.94) | $ (0.78) |
Net loss per share, diluted | $ (0.94) | (0.78) |
Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss per share, diluted | (0.82) | |
Revision of Prior Period, Error Correction, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss per share, diluted | $ 0.04 | |
Reclassification Of Warrants As Liabilities | Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 44,015 | |
Comprehensive loss | $ 44,379 | |
Net loss per share, basic | $ (0.82) | |
Reclassification Of Warrants As Liabilities | Revision of Prior Period, Error Correction, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Change in fair value of warrant liability | $ (2,131) | |
Net loss | (2,131) | |
Comprehensive loss | $ (2,131) | |
Net loss per share, basic | $ 0.04 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 53,828 | $ 41,884 |
Change in fair value of warrant liability | $ 1,828 | (2,131) |
Reclassification Of Warrants As Liabilities | Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 44,015 | |
Reclassification Of Warrants As Liabilities | Revision of Prior Period, Error Correction, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | (2,131) | |
Change in fair value of warrant liability | $ (2,131) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liability | $ 4,868 | $ 3,040 |
Additional paid in capital | 401,507 | 380,881 |
Accumulated deficit | $ (176,547) | (122,719) |
Previously Reported | Reclassification Of Warrants As Liabilities | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Additional paid in capital | 390,232 | |
Accumulated deficit | (129,030) | |
Revision of Prior Period, Error Correction, Adjustment | Reclassification Of Warrants As Liabilities | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Warrant liability | 3,040 | |
Additional paid in capital | (9,351) | |
Accumulated deficit | $ 6,311 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies -Going Concern and Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2019 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Accumulated deficit | $ (122,719) | $ (176,547) | $ (122,719) | |||
Net loss | (53,828) | (41,884) | ||||
Net cash used in operating activities | (6,382) | $ (12,974) | ||||
Share issued | 2 | |||||
Offering cost | $ 7,000 | $ 25,500 | $ 7,000 | |||
Share price per share | $ 3.50 | $ 7.70 | $ 3.50 | |||
Cash and cash equivalents | $ 22,800 | $ 13,329 | $ 22,800 | |||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 25,000 | |||||
Paycheck Protection Program | ||||||
Debt Instrument [Line Items] | ||||||
Loan proceeds | $ 3,200 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 47,913 | $ 46,313 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 47,913 | 46,313 |
Contingent Consideration Current | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 13 | 743 |
Contingent Consideration Current | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 13 | 743 |
Contingent Consideration long term | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 43,032 | 42,530 |
Contingent Consideration long term | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 43,032 | 42,530 |
Warrant Liability | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 4,868 | 3,040 |
Warrant Liability | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 4,868 | $ 3,040 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Change in Level 3 liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Payments of contingent consideration | $ (825) | $ (1,286) |
Goodwill impairment | 15,827 | 2,000 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent consideration | 43,273 | |
Change in fair value of contingent consideration | 597 | |
Payments of contingent consideration | (825) | |
Contingent consideration | $ 43,045 | $ 43,273 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Contingent Consideration Liability (Details) - Contingent Consideration Liability, Consideration Due To Former Shareholders Of Acquired Business [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Ecivis Acquisition | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration, Liability | $ 600,000 |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of New Revenue | 7.50% |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of New Revenue, Second Tier Percentage | 10.00% |
Business Combination, Contingent Consideration, Liability, New Revenue, Second Tier Amount | $ 1,000,000 |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of Renewed Revenue | 2.00% |
Business Combination, Contingent Consideration, Liability, Renewed Revenue | $ 249,999.99 |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of Renewed Revenue, Second Tier Percentage | 3.00% |
Business Combination, Contingent Consideration, Liability, Cash Consideration Of Renewed Revenue, Third Tier Percentage | 5.00% |
Business Combination, Contingent Consideration, Liability, Renewed Revenue, Third Tier Amount | $ 750,000 |
Ecivis Acquisition | Minimum | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration, Liability, New Revenue | 500,000 |
Business Combination, Contingent Consideration, Liability, Renewed Revenue, Second Tier Amount | 250,000 |
Ecivis Acquisition | Maximum | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration, Liability, New Revenue | 999,999.99 |
Business Combination, Contingent Consideration, Liability, Renewed Revenue, Second Tier Amount | $ 749,999.99 |
City Base Holders Acquisition | |
Business Acquisition, Contingent Consideration [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Basis for Amount | Shareholders associated with CityBase may receive, upon CityBaseās trailing twelve-month net revenue exceeding $37.0 million, or the CityBase threshold, on or prior to December 31, 2048, an earnout payment equal to a number of shares (or, in the case of certain individuals associated with CityBase who are not accredited investors, the cash value thereof) of our common stock calculated by dividing $54.5 million by the greater of (x) $10.00 or (y) the volume-weighted average closing price for the shares of our common stock for the 30 trading days immediately preceding the payment date. Ā |
Business Combination, Contingent Consideration, Liability | $ 42,400,000 |
Business Combination, Contingent Consideration, Liability, Revenue Threshold | 37,000,000 |
Business Combination, Contingent Consideration, Liability, Common Stock Calculated, Denominator Amount | 54,500,000 |
Business Combination, Contingent Consideration, Liability, Common Stock Calculated, Numerator, Second Threshold | $ 10 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Warrant Liability (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Warrant liability | $ 3,040 | |
Change in fair value of warrant liability | 1,828 | $ (2,131) |
Warrant liability | $ 4,868 | $ 3,040 |
Volatility | ||
Traded public warrant price | 41.8 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 60,453 | $ 48,128 |
Subscriptions, support and maintenance | ||
Revenues | 46,058 | 35,477 |
Professional Services | ||
Revenues | 12,255 | 11,109 |
License | ||
Revenues | 749 | 1,315 |
Asset Sales | ||
Revenues | $ 1,391 | $ 227 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Deferred revenue, beginning | $ 23,906 | $ 18,610 |
Billings, net | 65,342 | 53,424 |
Revenue recognized ratably over time | (39,766) | (29,829) |
Revenue recognized over time as delivered | (12,255) | (11,109) |
Revenue recognized at a point in time | (8,432) | (7,190) |
Deferred revenue, ending | $ 28,795 | $ 23,906 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share | 31,085,061 | 30,619,528 |
Warrant | ||
Antidilutive securities excluded from computation of earnings per share | 27,093,334 | 27,093,334 |
Restricted Stock Units | ||
Antidilutive securities excluded from computation of earnings per share | 3,751,306 | 3,280,290 |
Employee Stock Option | ||
Antidilutive securities excluded from computation of earnings per share | 240,421 | 245,904 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Additional information (Details) | Nov. 01, 2016USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021CAD ($)shares | Jun. 30, 2019shares | Jan. 01, 2019USD ($) |
Cash, FDIC Insured Amount | $ 250,000 | $ 100,000 | ||||
Restructuring charges | $ 3,666,000 | |||||
Contract with Customer, Liability, Revenue Recognized | 22,300,000 | 17,300,000 | ||||
Warrants and rights outstanding | $ 55,200,000 | 27,093,334 | 27,093,334 | |||
Goodwill impairment | 15,827,000 | 2,000,000 | ||||
Deferred tax liabilities | $ 17,738,000 | $ 17,494,000 | ||||
Statutory federal income tax provision | 21.00% | 21.00% | ||||
Benefit from (Provision for) income taxes | $ (849,000) | $ 2,439,000 | ||||
Benefit from (provision for) income taxes | $ 35,525,000 | 27,643,000 | ||||
Number of common stock | shares | 1 | 0 | 0 | 500,000 | ||
Operating Lease, Right-of-Use Asset | $ 1,876,000 | 2,610,000 | ||||
Operating Lease, Liability | 3,297,000 | |||||
Proceeds from issuance of common stock, net of costs | $ 6,790,000 | |||||
Issuance of common stock(in shares) | shares | 935,633 | |||||
Public Warrants [Member] | ||||||
Number of common stock | shares | 1 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
Warrant exercisable | shares | 1 | |||||
Private Warrants [Member] | ||||||
Warrants and rights outstanding | $ 8,693,334 | |||||
Number of common stock | shares | 1 | |||||
Shares Issued, Price Per Share | $ / shares | $ 1.50 | |||||
Ecivis Acquisition | ||||||
Goodwill impairment | 2,000,000 | |||||
Minimum | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||
Maximum | ||||||
Property, Plant and Equipment, Useful Life | 15 years | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Corporate Segment [Member] | ||||||
Benefit from (Provision for) income taxes | $ (1,743,000) | (1,334,000) | ||||
Procurement | ||||||
Benefit from (Provision for) income taxes | 496,000 | 691,000 | ||||
Operating Lease, Liability | 248,000 | |||||
Payments | ||||||
Goodwill impairment | 10,705,000 | |||||
Benefit from (Provision for) income taxes | 1,922,000 | |||||
Grants Management | ||||||
Goodwill impairment | 15,800,000 | 2,000,000 | ||||
Benefit from (Provision for) income taxes | 1,243,000 | 1,294,000 | ||||
Operating Lease, Liability | 126,000 | |||||
Budget | ||||||
Benefit from (Provision for) income taxes | (1,346,000) | (803,000) | ||||
Operating Lease, Liability | 2,923,000 | |||||
Permitting | ||||||
Goodwill impairment | 5,122,000 | |||||
Benefit from (Provision for) income taxes | $ 501,000 | $ 669,000 | ||||
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | Subscriptions, support and maintenance | ||||||
Concentration Risk, Percentage | 76.00% | 74.00% | ||||
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | Professional Services | ||||||
Concentration Risk, Percentage | 20.00% | 23.00% | ||||
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | License | ||||||
Concentration Risk, Percentage | 1.00% | 3.00% | ||||
Sales Revenue, Net [Member] | Revenue from Rights Concentration Risk [Member] | Assets Sale | ||||||
Concentration Risk, Percentage | 2.00% | 1.00% | ||||
Accounting Standards Update 2016-02 [Member] | ||||||
Deferred Rent Credit | $ 0 | |||||
Accounting Standards Update 2016-09 [Member] | ||||||
Stock options granted | shares | 0 | 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | $ 284,635 | $ 286,635 |
Goodwill impairment | (15,827) | (2,000) |
Goodwill, Ending Balance | 268,808 | 284,635 |
Corporate Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 0 | |
Goodwill, Ending Balance | 0 | 0 |
Procurement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 68,744 | 68,744 |
Goodwill, Ending Balance | 68,744 | 68,744 |
Payments | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 88,327 | 88,327 |
Goodwill impairment | (10,705) | |
Goodwill, Ending Balance | 77,622 | 88,327 |
Grants Management | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 45,140 | 47,140 |
Goodwill impairment | (15,800) | (2,000) |
Goodwill, Ending Balance | 45,140 | 45,140 |
Budget | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 60,468 | 60,468 |
Goodwill, Ending Balance | 60,468 | 60,468 |
Permitting | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill, Beginning Balance | 21,956 | 21,956 |
Goodwill impairment | (5,122) | |
Goodwill, Ending Balance | $ 16,834 | 21,956 |
Ecivis Acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment | $ (2,000) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 128,597 | $ 128,597 |
Accumulated Amortization | (42,069) | (27,490) |
Net Carrying Amount | 86,528 | 101,107 |
Patents And Development Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,084 | 60,084 |
Accumulated Amortization | (21,494) | (14,026) |
Net Carrying Amount | 38,590 | 46,058 |
Trade Names And Trade Marks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,348 | 16,348 |
Accumulated Amortization | (4,836) | (3,227) |
Net Carrying Amount | 11,512 | 13,121 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 51,003 | 51,003 |
Accumulated Amortization | (14,630) | (9,514) |
Net Carrying Amount | 36,373 | 41,489 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,162 | 1,162 |
Accumulated Amortization | (1,109) | (723) |
Net Carrying Amount | $ 53 | $ 439 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Useful lives of acquired (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Patents And Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Trademarks and Trade Names [Member] | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Trademarks and Trade Names [Member] | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Noncompete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated aggregate amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets | ||
Year ending December 31, 2022 | $ 14,276 | |
Year ending December 31, 2023 | 14,224 | |
Year ending December 31, 2024 | 14,263 | |
Year ending December 31, 2025 | 14,224 | |
Year ended December 31, 2025 | 14,224 | |
Thereafter | 15,317 | |
Net Carrying Amount | $ 86,528 | $ 101,107 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill impairment | $ 15,827 | $ 2,000 |
Amortization of intangible assets | 14,579 | 14,681 |
Impairment charges | $ 0 | 0 |
Ecivis Acquisition | ||
Goodwill impairment | $ 2,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Exercised | (117) | (112,526) | |
Weighted Average Remaining Contractual Life (in years) | 7 years | ||
Total Intrinsic Value, Outstanding | $ 1,130 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Outstanding as of December 31,2020 | 245,904 | ||
Number of Shares, Granted | 408,667 | ||
Number of Shares, Exercised | (5,133) | ||
Number of Shares, Forfeited/expired | (350) | ||
Number of Shares, Outstanding as of September 30, 2021 | 240,421 | 245,904 | |
Number of Shares, Options vested and exercisable | 226,380 | ||
Weighted Average Exercise Price, Outstanding as of December 31,2020 | $ 2.26 | ||
Weighted Average Exercise Price, Exercised | 1.16 | ||
Weighted Average Exercise Price, Forfeited/expired | 1.16 | ||
Weighted Average Exercise Price, Outstanding as of September 30, 2021 | 2.28 | $ 2.26 | |
Weighted Average Exercise Price, Options vested and exercisable | $ 2.27 | ||
Weighted Average Remaining Contractual Life (in years) | 6 years | ||
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 5 years 10 months 24 days | ||
Total Intrinsic Value, Outstanding | $ 1,099 | ||
Total Intrinsic Value, Options vested and exercisable | $ 1,036 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Vest in ratable annual installments over either one, two, three or four years | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Vesting period | 3 years |
Vest in ratable annual installments over either one, two, three or four years | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Vesting period | 4 years |
Restricted Stock Units | |
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, 2020 | shares | 3,280,290 |
Number of Shares, Granted | shares | 2,129,709 |
Number of Shares, Vested | shares | (1,198,172) |
Number of Shares, Forfeited/ Expired | shares | (460,521) |
Number of Shares, Unvested as of September 30. 2021 | shares | 3,751,306 |
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, 2020 | $ / shares | $ 4.94 |
Weighted Average Grant Price, Granted | $ / shares | 6.47 |
Weighted Average Grant Price, Vested | $ / shares | 4.99 |
Weighted Average Grant Price, Forfeited/ Expired | $ / shares | 5.43 |
Weighted Average Grant Price, Unvested as of September 30, 2021 | $ / shares | $ 5.73 |
Restricted Stock Units | Vest over a three-year performance period | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Vesting period | 3 years |
Share-Based Compensation - Addi
Share-Based Compensation - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation expense | $ 0.1 | $ 0.4 |
Remaining contractual term | 3 months 18 days | |
Stock Options | ||
Stock options granted | 408,667 | |
Grant date fair value of stock options | $ 3.6 | |
Unrecognized share-based compensation cost of stock options | 0.1 | |
Restricted Stock Units | ||
Share-based compensation expense | $ 9.9 | $ 8.2 |
RSUs granted | 2,129,709 | |
Unrecognized share-based compensation expense of RSUs | $ 12.1 | |
Remaining contractual term | 9 months 18 days | |
Performance Shares | ||
RSUs granted | 1,059,776 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating leases | |
Amortization of right-of-use assets | $ 183 |
Interest | 69 |
Operating lease cost | 1,455 |
Total least cost | $ 1,707 |
Weighted-average remaining lease term - finance leases | 7 months 6 days |
Weighted-average remaining lease term - operating leases | 8 years 8 months 12 days |
Weighted-average discount rate - finance leases | 13.00% |
Weighted-average discount rate - operating leases | 4.90% |
Procurement | |
Operating leases | |
Operating lease cost | $ 456 |
Total least cost | $ 456 |
Weighted-average remaining lease term - operating leases | 6 months |
Weighted-average discount rate - operating leases | 9.70% |
Payments | |
Operating leases | |
Amortization of right-of-use assets | $ 183 |
Interest | 69 |
Operating lease cost | 461 |
Total least cost | $ 713 |
Weighted-average remaining lease term - finance leases | 3 months 18 days |
Weighted-average discount rate - finance leases | 13.00% |
Grants Management | |
Operating leases | |
Operating lease cost | $ 112 |
Total least cost | $ 112 |
Weighted-average remaining lease term - operating leases | 1 year |
Weighted-average discount rate - operating leases | 8.00% |
Budget | |
Operating leases | |
Operating lease cost | $ 426 |
Total least cost | $ 426 |
Weighted-average remaining lease term - operating leases | 8 years 9 months 18 days |
Weighted-average discount rate - operating leases | 4.80% |
Leases - Future minimum lease p
Leases - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ending December 31, 2022 | $ 800 |
Year Ending December 31, 2023 | 392 |
Year Ending December 31, 2024 | 367 |
Year Ending December 31, 2025 | 416 |
Year Ended December 31, 2026 | 416 |
Thereafter | 1,686 |
Total | 4,077 |
Less present value discount | (780) |
Present value of lease liabilities | 3,297 |
Finance Lease, Liability, Payment, Due [Abstract] | |
Year Ending December 31, 2022 | 156 |
Total | 156 |
Less present value discount | (16) |
Present value of lease liabilities | 140 |
Procurement | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ending December 31, 2022 | 248 |
Total | 248 |
Present value of lease liabilities | 248 |
Grants Management | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ending December 31, 2022 | 123 |
Year Ending December 31, 2023 | 10 |
Total | 133 |
Less present value discount | (7) |
Present value of lease liabilities | 126 |
Budget | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Year Ending December 31, 2022 | 429 |
Year Ending December 31, 2023 | 382 |
Year Ending December 31, 2024 | 367 |
Year Ending December 31, 2025 | 416 |
Year Ended December 31, 2026 | 416 |
Thereafter | 1,686 |
Total | 3,696 |
Less present value discount | (773) |
Present value of lease liabilities | $ 2,923 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating Lease, Liability | $ 3,297 | |
Operating Lease, Right-of-Use Asset | 1,876 | $ 2,610 |
Finance Lease, Right-of-Use Asset | 722 | $ 1,355 |
Finance Lease, Liability | $ 140 | |
Finance Lease, Weighted Average Remaining Lease Term | 7 months 6 days | |
Finance Lease, Weighted Average Discount Rate, Percent | 13.00% |
Term Loans (Details)
Term Loans (Details) - USD ($) | Nov. 13, 2020 | Feb. 14, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortization of Debt Issuance Costs | $ 697,000 | $ 759,000 | |||
Gains on extinguishment of debt | 3,210,000 | ||||
Paycheck Protection Program | |||||
Loan proceeds | $ 3,200,000 | ||||
Term | 2 years | ||||
Gains on extinguishment of debt | 3,200,000 | ||||
Paycheck Protection Program | Citybase | |||||
Loan proceeds | $ 2,000,000 | ||||
Paycheck Protection Program | Ecivis Acquisition | |||||
Loan proceeds | 900,000 | ||||
Paycheck Protection Program | Sherpa | |||||
Loan proceeds | $ 200,000 | ||||
February 2020 Credit Facility [Member] | |||||
Aggregate principal amount | $ 12,000,000 | ||||
Deferred issuance costs | 700,000 | ||||
Deferred debt issuance cost applied to interest expenses | 400,000 | ||||
Other deferred issuance cost | $ 300,000 | ||||
Period after which interest rate becomes applicable | 6 months | ||||
Annual increase in interest rate | 1.00% | ||||
Unamortized deferred issuance costs | $ 200,000 | ||||
November 2020 Credit Facility [Member] | |||||
Aggregate principal amount | $ 25,000,000 | 25,000,000 | |||
Unamortized deferred issuance costs | $ 958,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 8.15% | ||||
Paid in kind interest rate percentage | 2.00% | 2.00% | |||
Interest expense | $ 2,700,000 | 1,100,000 | |||
Amortization of other debt issuance costs | 700,000 | $ 500,000 | |||
Accrued interest | $ 300,000 | ||||
November 2020 Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Interest rate | 8.00% | 8.00% |
Term Loans -Schedule (Details)
Term Loans -Schedule (Details) - November 2020 Credit Facility [Member] - USD ($) | Nov. 13, 2020 | Dec. 31, 2021 |
Principal | $ 25,000,000 | $ 25,000,000 |
Payment-in-kind ("PIK") accrued interest | 599,000 | |
Unamortized deferred issuance costs | (958,000) | |
Term loans, net | $ 24,641,000 | |
PIK Interest Rate | 2.00% | 2.00% |
London Interbank Offered Rate (LIBOR) [Member] | ||
Interest rate | 8.00% | 8.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation allowance | $ 17,974 | $ 7,367 |
Unrecognized tax benefits | 0 | $ 0 |
Interest expense or penalties related to unrecognized tax benefits | 0 | |
Domestic Tax Authority [Member] | ||
Net operating losses | 89,900 | |
Canada Revenue Agency [Member] | Foreign Tax Authority [Member] | ||
Net operating losses | $ 10,300 |
Income Taxes - income Tax Provi
Income Taxes - income Tax Provision (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal | ||
Current | $ 123 | $ 234 |
Deferred | (1,640) | |
State | ||
Current | 57 | 108 |
Deferred | (251) | |
Foreign | ||
Current | 427 | |
Deferred | 242 | (890) |
Income Tax Expense (Benefit), Total | $ 849 | $ (2,439) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of US Federal Statutory Tax Rates (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the US federal statutory tax rates and the effective tax rates | ||
Statutory federal income tax provision | 21.00% | 21.00% |
State taxes, net of federal income tax effect | 4.20% | 4.50% |
Foreign taxes | 0.30% | 0.60% |
Permanent items | (7.70%) | (6.80%) |
Valuation allowance | (20.00%) | (14.20%) |
Other | 0.60% | 0.40% |
Total | (1.60%) | 5.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Settlement amount | $ 985 | |
Stock-based compensation | $ 2,718 | 2,391 |
Lease liability | 4 | 125 |
Net operating losses | 30,131 | 20,858 |
Tax credits | 589 | 589 |
Deferred revenue | 410 | 1,380 |
Deferred commissions | 656 | 819 |
Other | 1,017 | 496 |
Total deferred tax assets | 35,525 | 27,643 |
Less: valuation allowance | (17,974) | (7,367) |
Deferred tax assets, net of valuation allowance | 17,551 | 20,276 |
Deferred tax liabilities: | ||
Property and equipment | (720) | (901) |
Intangible assets | (33,099) | (36,177) |
Right of use assets | (159) | (119) |
State deferreds | (1,154) | (561) |
Other | (157) | (12) |
Total deferred tax liabilities | (35,289) | (37,770) |
Net deferred taxes | $ (17,738) | $ (17,494) |
Shareholder's Equity (Details)
Shareholder's Equity (Details) | Feb. 20, 2020shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020shares | Apr. 30, 2020shares | Mar. 31, 2020USD ($)shares | Feb. 29, 2020shares | Jun. 30, 2019USD ($)employee$ / sharesshares | Apr. 30, 2019shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Feb. 19, 2020$ / shares | Mar. 31, 2019USD ($) | Feb. 12, 2019USD ($)$ / sharesshares | Nov. 01, 2016USD ($)$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Shares issued (in shares) | 935,633 | |||||||||||||||
Proceeds from issuance of common stock, net of costs | $ | $ 6,790,000 | |||||||||||||||
Common Stock, Shares, Issued | 56,667,035 | 59,226,267 | 56,667,035 | |||||||||||||
Common Stock, Shares, Outstanding | 55,570,282 | 57,604,854 | 55,570,282 | |||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||||
Warrants and Rights Outstanding | $ | $ 27,093,334 | $ 27,093,334 | $ 27,093,334 | $ 55,200,000 | ||||||||||||
Temporary Equity Number Of Shares Redeemed | 500,000 | 0 | 1 | |||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 7.72 | $ 10 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||||||||||
Stock value included in treasury stock | $ | $ 4,200,000 | |||||||||||||||
Loss from repurchase of shares | $ | $ 1,000,000 | |||||||||||||||
Stock Issued During Period, Private Placement of Common Stock | $ | $ 7,000,000 | $ 25,500,000 | $ 7,000,000 | |||||||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 2,000,000 | |||||||||||||||
Share Price | $ / shares | $ 3.50 | $ 7.70 | $ 3.50 | |||||||||||||
Number of Bonfire Employees | employee | 2 | |||||||||||||||
Shares expired during the period | 3,155,961 | |||||||||||||||
Acquisition redemption shares | 525,060 | |||||||||||||||
Share Redemption (in shares) | 334,254 | |||||||||||||||
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 | |||||||||||||||
Temporary Equity 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 | |||||||||||||||
Public Warrants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Temporary Equity Number Of Shares Redeemed | 1 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||||||||||
Private Warrants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants and Rights Outstanding | $ | $ 8,693,334 | |||||||||||||||
Temporary Equity Number Of Shares Redeemed | 1 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||||||||||
Minimum | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 18 | |||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common Stock Shares Surrendered | 231,179 | |||||||||||||||
GTY Merger [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Temporary Equity Number Of Shares Redeemed | 11,073,040 | |||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.29 | |||||||||||||||
Questica Exchangeco [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number Of Shares Issued Upon Exchange | 1,550,388 | |||||||||||||||
Bonfire Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 352,675 | 386,528 | ||||||||||||||
Business Acquisition Shares Exchange | 230,199 | |||||||||||||||
Number Of Shares Issued Upon Exchange | 336,965 | |||||||||||||||
Open Counter Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ | $ 1,000,000 | |||||||||||||||
Ecivis Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share Redemption (in shares) | 334,254 | |||||||||||||||
Restricted Stock Units | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common Stock, Shares, Issued | 97,595 | 97,595 | ||||||||||||||
Private Placement [Member] | Subscription Agreements [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sale Of Warrants | 500,000 | |||||||||||||||
Warrants Issued Value | $ | $ 250,000 | |||||||||||||||
Warrants Issued Price | $ / shares | $ 0.50 | |||||||||||||||
Warrants Stated Or Par Value Per Warrant | $ / shares | 1 | |||||||||||||||
Treasury Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares Private Placement of Common Stock | 2,000,000 | 3,500,000 | ||||||||||||||
Common Class A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | 400,000,000 | |||||||||||||||
Temporary Equity Number Of Shares Redeemed | 20,289,478 | |||||||||||||||
Temporary Equity Value Of Number Of Shares Redeemed | $ | $ 114,000,000 | |||||||||||||||
Temporary Equity Number of Shares Transferred to Permanent Equity | 9,216,438 | |||||||||||||||
Temporary Equity Value Of Number of Shares Transferred to Permanent Equity | $ | $ 88,900,000 | |||||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 1,100,000 | |||||||||||||||
Common Class A | Subscription Agreements [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
Common Stock, Shares, Issued | 12,863,098 | |||||||||||||||
Common Stock, Value, Subscriptions | $ | $ 126,400,000 | |||||||||||||||
Common Class A | Subscription Agreements [Member] | City Base Holders Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 10 | |||||||||||||||
Common Stock, Shares, Issued | 380,937 | |||||||||||||||
Common Stock, Value, Subscriptions | $ | $ 3,800,000 | |||||||||||||||
Common Class A | GTY Merger [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number Of Shares Exchanged During Period | 22,978,520 | |||||||||||||||
Common Class A | Questica Exchangeco [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,600,000 | |||||||||||||||
Common Class B | 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 | 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 | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 3,955,442 | |||||||||||||||
Common Class C [Member] | Questica Exchangeco [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 | |||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 500,000 | 500,000 | ||||||||||||||
Exchangeable Shares | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from issuance of common stock, net of costs | $ | $ 6,800,000 | |||||||||||||||
Common Stock, Shares, Issued | 935,633 | |||||||||||||||
Exchangeable Shares | Questica Exchangeco [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,161,741 | |||||||||||||||
Exchangeable Shares | Bonfire Acquisition | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Business Acquisition Shares Exchange | 246,097 | 193,645 |
Shareholder's Equity - Share Re
Shareholder's Equity - Share Redemptions (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 20, 2020 | Feb. 19, 2019 | Feb. 29, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||||
Percentage of Shares Redeemed on Redeemable Common Stock | 40.00% | |||||||||
Common stock redeemed, Shares | 100,000 | |||||||||
Loss from repurchase/issuance of shares | $ (5,333) | $ (2,056) | ||||||||
Number of additional shares issued | 334,254 | |||||||||
Stock Repurchased During Period, Shares | 127,712 | |||||||||
Share Redemption | $ 2,100 | 2,056 | ||||||||
Common Stock repurchases | $ (2,710) | $ (459) | ||||||||
Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of additional shares issued | 334,254 | |||||||||
Stock Repurchased During Period, Shares | 525,060 | 127,712 | ||||||||
Additional Paid-in Capital | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Share Redemption | $ 2,056 | |||||||||
Treasury Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Repurchased During Period, Shares | 616,366 | |||||||||
Common Stock repurchases | $ (5,200) | $ (2,710) | $ (459) | |||||||
Ecivis Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash Consideration | $ 14,000 | |||||||||
Stock Consideration | 2,883,433 | |||||||||
Business Acquisition, Share Price | $ 10 | |||||||||
Redemption Price Per Share | $ 10 | |||||||||
Common stock redeemed, Shares | 525,060 | |||||||||
Loss from repurchase/issuance of shares | $ 800 | $ 5,300 | ||||||||
Number of additional shares issued | 334,254 | |||||||||
Common stock redeemed, Amount | $ 8,000 | |||||||||
Ecivis Acquisition | Additional Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of Shares Redeemed on Redeemable Common Stock | 40.00% | |||||||||
Common stock redeemed, Shares | 71,428 | |||||||||
Loss from repurchase/issuance of shares | $ 2,100 | |||||||||
Ecivis Acquisition | Redeemable Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Consideration | 703,631 | |||||||||
Common stock redeemed, Shares | 178,571 | |||||||||
Open Counter Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock Repurchased During Period, Shares | 100,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 60,453 | $ 48,128 | |
Cost of revenues | 22,372 | 18,468 | |
Income (loss) from operations | (45,502) | (42,718) | |
Amortization of intangible assets | 14,579 | 14,681 | |
Depreciation expense | 1,020 | 863 | |
Interest income (expense), net | (3,364) | (1,758) | |
Benefit from (provision for) income taxes | (849) | 2,439 | |
Goodwill | 268,808 | 284,635 | $ 286,635 |
Assets | 394,944 | 432,447 | |
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 0 | 0 | |
Cost of revenues | 0 | 0 | |
Income (loss) from operations | (7,863) | (10,459) | |
Amortization of intangible assets | 0 | 0 | |
Depreciation expense | 1 | 0 | |
Interest income (expense), net | (3,425) | (1,663) | |
Benefit from (provision for) income taxes | (1,743) | (1,334) | |
Goodwill | 0 | 0 | |
Assets | 15,063 | 31,407 | |
Procurement | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 10,559 | 7,806 | |
Cost of revenues | 2,047 | 1,520 | |
Income (loss) from operations | (2,959) | (4,750) | |
Amortization of intangible assets | 2,642 | 2,658 | |
Depreciation expense | 182 | 138 | |
Interest income (expense), net | 1 | 2 | |
Benefit from (provision for) income taxes | 496 | 691 | |
Goodwill | 68,744 | 68,744 | 68,744 |
Assets | 92,352 | 92,841 | |
Payments | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 12,848 | 8,863 | |
Cost of revenues | 8,258 | 6,682 | |
Income (loss) from operations | (25,197) | (22,557) | |
Amortization of intangible assets | 5,496 | 5,504 | |
Depreciation expense | 359 | 459 | |
Interest income (expense), net | 54 | (92) | |
Benefit from (provision for) income taxes | 1,922 | ||
Goodwill | 77,622 | 88,327 | 88,327 |
Assets | 84,940 | 110,339 | |
Grants Management | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 7,663 | 6,693 | |
Cost of revenues | 3,157 | 3,030 | |
Income (loss) from operations | (4,212) | (4,233) | |
Amortization of intangible assets | 1,302 | 1,310 | |
Depreciation expense | 37 | 41 | |
Interest income (expense), net | 6 | (6) | |
Benefit from (provision for) income taxes | 1,243 | 1,294 | |
Goodwill | 45,140 | 45,140 | 47,140 |
Assets | 53,168 | 55,676 | |
Budget | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 26,605 | 22,121 | |
Cost of revenues | 8,210 | 6,673 | |
Income (loss) from operations | 1,598 | 1,501 | |
Amortization of intangible assets | 3,936 | 4,001 | |
Depreciation expense | 427 | 225 | |
Interest income (expense), net | 1 | ||
Benefit from (provision for) income taxes | (1,346) | (803) | |
Goodwill | 60,468 | 60,468 | 60,468 |
Assets | 127,235 | 113,710 | |
Permitting | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 2,778 | 2,645 | |
Cost of revenues | 700 | 563 | |
Income (loss) from operations | (6,869) | (2,220) | |
Amortization of intangible assets | 1,203 | 1,208 | |
Depreciation expense | 14 | ||
Benefit from (provision for) income taxes | 501 | 669 | |
Goodwill | 16,834 | 21,956 | $ 21,956 |
Assets | $ 22,186 | $ 28,474 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting Information [Line Items] | |
Operating segments | 5 |
Revenue from Rights Concentration Risk [Member] | Sales Revenue, Net [Member] | North America [Member] | |
Segment Reporting Information [Line Items] | |
Concentration Risk, Percentage | 90.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Restricted Stock Units - shares | Feb. 10, 2022 | Dec. 31, 2021 |
Number of Shares, Granted | 2,129,709 | |
Subsequent Event [Member] | ||
Number of Shares, Granted | 202,098 | |
Common stock upon vesting of the award | 1 |