Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | GRID DYNAMICS HOLDINGS, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001743725 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 112,745 | $ 42,189 |
Accounts receivable, net of allowance of $418, and $20 as of December 31, 2020 and December 31, 2019 | 16,890 | 13,893 |
Unbilled receivables | 1,799 | 5,036 |
Prepaid income taxes | 821 | 308 |
Deferred transaction costs | 1,878 | |
Prepaid expenses and other current assets | 2,361 | 2,711 |
Total current assets | 134,616 | 66,015 |
Property and equipment, net | 4,095 | 4,024 |
Intangible assets, net | 8,125 | 18 |
Deferred income taxes | 5,609 | 1,474 |
Goodwill | 14,690 | |
Total assets | 167,135 | 71,531 |
Current liabilities | ||
Accounts payable | 757 | 768 |
Accrued liabilities | 628 | 1,188 |
Accrued compensation and benefits | 7,479 | 5,337 |
Accrued income taxes | 1,248 | 869 |
Other current liabilities | 3,206 | 138 |
Total current liabilities | 13,318 | 8,300 |
Deferred tax liabilities | 2,093 | |
Total liabilities | 15,411 | 8,300 |
Commitments and contingencies (Note 15) | ||
Convertible preferred stock, no par value, 0 and 1,047,942 shares authorized and outstanding as of December 31, 2020 and December 31, 2019, respectively | 9,187 | |
Stockholders’ equity (Note 9) | ||
Common stock, $0.0001 par value; 110,000,000 shares authorized; 50,878,780 and 21,644,392 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 5 | 2 |
Additional paid-in capital | 128,930 | 18,650 |
Retained earnings | 22,793 | 35,392 |
Accumulated other comprehensive loss | (4) | |
Total stockholders’ equity | 151,724 | 54,044 |
Total liabilities, convertible preferred stock, and stockholders’ equity | $ 167,135 | $ 71,531 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance (in Dollars) | $ 418 | $ 20 |
Convertible preferred stock, par value (in Dollars per share) | ||
Convertible preferred stock, shares authorized | 0 | 1,047,942 |
Convertible preferred stock, shares outstanding | 0 | 1,047,942 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, shares issued | 50,878,780 | 21,644,392 |
Common stock, shares outstanding | 50,878,780 | 21,644,392 |
Consolidated Statements of Inco
Consolidated Statements of Income/(Loss) and Comprehensive Income/(Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 111,283 | $ 118,326 | $ 91,865 |
Cost of revenue | 69,662 | 70,090 | 52,559 |
Gross profit | 41,621 | 48,236 | 39,306 |
Operating expenses | |||
Engineering, research, and development | 9,311 | 4,346 | 2,643 |
Sales and marketing | 10,051 | 6,947 | 5,200 |
General and administrative | 37,707 | 21,318 | 17,634 |
Total operating expenses | 57,069 | 32,611 | 25,477 |
Income/(loss) from operations | (15,448) | 15,625 | 13,829 |
Other income/(expenses), net | 236 | (176) | (746) |
Income/(loss) before income taxes | (15,212) | 15,449 | 13,083 |
Provision/(benefit) for income taxes | (2,613) | 4,642 | 3,855 |
Net income/(loss) | (12,599) | 10,807 | 9,228 |
Foreign currency translation adjustments, net of tax | (4) | ||
Comprehensive income/(loss) | $ (12,603) | $ 10,807 | $ 9,228 |
Earnings/(loss) per share | |||
Basic (in Dollars per share) | $ (0.28) | $ 0.49 | $ 0.46 |
Diluted (in Dollars per share) | $ (0.28) | $ 0.49 | $ 0.46 |
Weighted average shares outstanding | |||
Basic (in Shares) | 44,737 | 21,118 | 20,217 |
Diluted (in Shares) | 44,737 | 21,122 | 20,217 |
Consolidated Statement of Conve
Consolidated Statement of Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands | Convertible Preferred Stock | Common Stock | Additional paid-in capital | Retained earnings | Accumulated Other Comprehensive | Total |
Balance at beginning at Dec. 31, 2017 | $ 7,038 | $ 17,357 | $ 24,395 | |||
Balance at beginning (in Shares) at Dec. 31, 2017 | 12,000 | |||||
Retroactive application of recapitalization (Note 3) | $ 2 | (2) | ||||
Retroactive application of recapitalization (Note 3) (in Shares) | 8,217 | |||||
Adjusted balance beginning of period | $ 2 | 7,036 | 17,357 | 24,395 | ||
Adjusted balance beginning of period (in Shares) | 20,217 | |||||
Dividends declared | (2,000) | (2,000) | ||||
Stock-based compensation | 1,756 | 1,756 | ||||
Foreign currency translation adjustment, net of tax | ||||||
Net income (loss) | 9,228 | 9,228 | ||||
Balance at ending at Dec. 31, 2018 | $ 2 | 8,792 | 24,585 | 33,379 | ||
Balance at ending (in Shares) at Dec. 31, 2018 | 20,217 | |||||
Stock-based compensation | 2,441 | 2,441 | ||||
Issuance of common and preferred stock, net of $96 issuance costs | $ 9,187 | 5,717 | 5,717 | |||
Issuance of common and preferred stock, net of $96 issuance costs (in Shares) | 1,048 | 1,048 | ||||
Exercise of stock options | 1,700 | 1,700 | ||||
Exercise of stock options (in Shares) | 379 | |||||
Foreign currency translation adjustment, net of tax | ||||||
Net income (loss) | 10,807 | 10,807 | ||||
Balance at ending at Dec. 31, 2019 | $ 9,187 | $ 2 | 18,650 | 35,392 | 54,044 | |
Balance at ending (in Shares) at Dec. 31, 2019 | 1,048 | 21,644 | ||||
Stock-based compensation | 20,006 | 20,006 | ||||
Merger recapitalization | $ (9,187) | $ 1 | 9,187 | 9,188 | ||
Merger recapitalization (in Shares) | (1,048) | 1,048 | ||||
Consideration paid to Grid shareholders | (123,865) | (123,865) | ||||
ChaSerg shares recapitalized, net of transaction costs of $4,142 | $ 2 | 204,323 | 204,325 | |||
ChaSerg shares recapitalized, net of transaction costs of $4,142 (in Shares) | 28,088 | |||||
Conversion of promissory note to common stock | 530 | 530 | ||||
Conversion of promissory note to common stock (in Shares) | 53 | |||||
Exercise of stock options | 99 | $ 99 | ||||
Exercise of stock options (in Shares) | 18 | 28,057 | ||||
Issuance of shares in connection with vested RSUs | ||||||
Issuance of shares in connection with vested RSUs (in Shares) | 28 | |||||
Foreign currency translation adjustment, net of tax | (4) | $ (4) | ||||
Net income (loss) | (12,599) | (12,599) | ||||
Balance at ending at Dec. 31, 2020 | $ 5 | $ 128,930 | $ 22,793 | $ (4) | $ 151,724 | |
Balance at ending (in Shares) at Dec. 31, 2020 | 50,879 |
Consolidated Statement of Con_2
Consolidated Statement of Convertible Preferred Stock and Stockholders’ Equity (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common and preferred stock costs | $ 96 | |
Recapitalized, net of transaction costs | $ 4,142 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net income/(loss) | $ (12,599) | $ 10,807 | $ 9,228 |
Depreciation and amortization | 2,672 | 2,311 | 1,312 |
Impairment of goodwill | 139 | ||
Bad debt expense | 398 | ||
Deferred income taxes | (4,135) | (425) | (566) |
Stock-based compensation | 20,006 | 2,441 | 1,756 |
Accounts receivable | (1,418) | (885) | (1,402) |
Unbilled receivables | 3,237 | (722) | (3,607) |
Prepaid income taxes | (410) | 121 | 1,917 |
Deferred transaction costs | (1,878) | ||
Prepaid expenses and other current assets | 373 | (1,101) | (564) |
Accounts payable | (49) | 301 | 219 |
Accrued liabilities | (1,579) | (552) | 524 |
Accrued compensation and benefits | (255) | 1,424 | 1,722 |
Accrued income taxes | (166) | 712 | (36) |
Other current liabilities | (143) | (159) | 81 |
Net cash provided by operating activities | 5,932 | 12,534 | 10,584 |
Cash flows from investing activities | |||
Purchase of property and equipment | (2,252) | (2,811) | (3,079) |
Daxx acquisition, net of cash acquired | (16,087) | ||
Net cash used in investing activities | (18,339) | (2,811) | (3,079) |
Cash flows from financing activities | |||
Cash received from ChaSerg | 208,997 | ||
GDI shares redeemed for cash | (123,865) | ||
Equity issuance costs | (2,264) | ||
Sales of common and preferred stock | 14,904 | ||
Payments of dividends | (2,000) | ||
Proceeds from exercises of stock options | 99 | 1,700 | |
Net cash provided by financing activities | 82,967 | 14,604 | |
Effect of exchange rate changes on cash and cash equivalents | (4) | ||
Net increase in cash and cash equivalents | 70,556 | 24,327 | 7,505 |
Cash and cash equivalents, beginning of period | 42,189 | 17,862 | 10,357 |
Cash and cash equivalents, end of period | 112,745 | 42,189 | 17,862 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 2,128 | 3,195 | 1,482 |
Supplemental disclosure of non-cash activities | |||
Accrued software implementation costs | 227 | ||
Acquisition fair value of contingent consideration issued for acquisition of business | 1,947 | ||
Dividends declared | 2,000 | ||
Conversion of preferred stock to common stock | $ 9,187 |
Background and nature of operat
Background and nature of operations | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Background and nature of operations | Note 1 — Background and nature of operations Grid Dynamics Holdings, Inc. (the “Company” or “GDH”) provides enterprise -level The Company was originally incorporated in Delaware on May Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Business Combination, “ChaSerg” refers to the Company prior to the Closing, and “GDI” refers to GDI prior to the Closing. Refer to Note 3 for further discussion of the Business Combination. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | Note 2 — Basis of presentation and summary of significant accounting policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements. Basis of presentation The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Although ChaSerg was the legal acquirer, for accounting purposes, GDI was deemed to be the accounting acquirer. GDI was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • -to-day • • • • -level In conjunction with the Business Combination, outstanding shares of GDI were converted into common stock of the Company, par value $0.0001 per share, shown as a recapitalization, and the net assets of ChaSerg were acquired at historical cost, with no goodwill or other intangible assets recorded. GDI was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing (for the years ended December In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to GDI shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to GDI preferred and common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include useful lives and recoverability of property and equipment, determination of fair value, useful lives and recoverability of intangible assets and goodwill, allowances for receivables, calculation of accrued liabilities, capitalization of internally developed software, stock -based Certain significant risks and uncertainties The Company is subject to risks, including but not limited to customer concentration, concentrations of credit and foreign currency risks. Additionally, the Company has been impacted by the recent coronavirus (“COVID -19 -19 -in-place -19 -19 -19 -wide -essential -19 -term Cash and cash equivalents The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. At times, cash deposits with banks may exceed federally insured limits. Accounts receivable and allowance for doubtful accounts Accounts receivable, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company maintains an allowance against accounts receivable for the estimated probable losses on uncollectible accounts. The allowance is based upon historical loss experience, current economic conditions within the industries the Company serves as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt. The allowance for doubtful accounts balance increased $0.4 As of December 31, 2020 December 31, 2019 (in thousands) Trade accounts receivable $ 17,308 $ 13,913 Allowance for doubtful accounts (418 ) (20 ) Total trade accounts receivable, net $ 16,890 $ 13,893 Unbilled receivables Generally, the Company will not bill customers until the services have been completed. From time -to-time -end -end -end Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight -line Software development costs The Company capitalizes costs incurred during the application development and implementation stages for computer software developed or obtained for internal use that are specifically identifiable, have determinable lives and relate to probable future economic benefits. Capitalized computer software costs are included in property and equipment, net in the consolidated balance sheets. Average useful life of such costs is two years. During the years ended December data conversion, and maintenance are expensed as incurred. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Internally developed software did not have any impairment for the years ended December Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates and industry data to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. On an annual basis, the Company makes a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that the fair value of the reporting unit is less than its carrying amount, it will perform a quantitative analysis; otherwise, no further evaluation is necessary. For the quantitative impairment assessment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company uses the discounted cash flow method of the income approach and market approach to determine the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. Impairments, if any, are charged directly to earnings. As of December Intangible assets Finite -lived -line Fair value Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three -tier • Level 1 • Level 2 -based • Level 3 -based Concentrations of credit risk and significant customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held with high -quality The Company records its accounts receivable and unbilled receivables at their face amounts less allowances. Accounts receivable and unbilled receivables are generally dispersed across the Company’s customers in proportion to their revenue. Three customers individually exceeded 10% of the Company’s accounts receivable balance at December The Company has not experienced any losses on its cash and cash equivalents and minimal losses on its accounts receivable. The Company performs ongoing evaluations of its customers’ financial condition. Two, three and three customers accounted for greater than 10% of revenue for the twelve months ended December Foreign currency risks The functional currency of the Company and its subsidiaries is the U.S. dollar with an exception of Daxx, recently acquired by the Company, whose functional currency is the Euro. The Company generates most of its revenues in U.S. dollars. The international subsidiaries convert the U.S. dollars to their respective local currencies to fund operations such as labor and materials required for the entity to operate. The Company’s international subsidiaries’ accounting records are denominated in their respective local currencies. The Company is exposed to foreign currency exchange rate changes that could impact remeasurement of foreign denominated monetary assets and liabilities into U.S. dollars with the remeasurement impact recorded to income. The Company is also exposed to fluctuations in foreign currency exchange rates related to cash outflows for expenditures in foreign currencies. The net income/(loss) on foreign currency transactions was $0.3 the years ended December Revenue recognition The Company accounts for a contract with a customer when 1) the parties to the contract have approved the contract and are committed to performing their respective obligations, 2) the contract identifies each party’s rights regarding the goods or services to be transferred, 3) the contract identifies the payment terms for the goods or services to be transferred, 4) the contract has commercial substance, and 5) collection of substantially all consideration pursuant to the contract is probable. The Company derives its revenue from offering a suite of digital engineering and information technology (“IT”) consulting services, including digital transformation strategy, emerging technology, lean labs and legacy system replatforming. For most contracts, the Company uses master agreements to govern the overall relevant terms and conditions of the business arrangement between the Company and its customers. When the Company and a customer enter into a Master Services Agreement (“MSA”), purchases are generally made by the customer via a statement of work (“SOW”) which explicitly references the MSA and specifies the services to be delivered. Fees for these contracts may be in the form of time -and-materials -fee -and-material Consulting services revenue is a single performance obligation earned through a series of distinct daily services and may include services such as those described above. The Company recognizes revenue for services over time as the customer simultaneously receives and consumes the benefits as the Company performs IT consulting services. For revenue contracts, the customer derives value from the Company providing daily consulting services, and the value derived corresponds to the labor hours expended. Therefore, the Company measures the progress and recognizes revenue using an effort -based For time -and-material available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Although the Company believes that its approach in developing estimates and its reliance on certain judgments and underlying inputs is reasonable, actual results may differ from management’s estimates, judgments and assumptions. These estimates have historically not been material to the consolidated financial statements. Disaggregation of Total Revenues: The following table shows the disaggregation of the Company’s revenues by contract type for the year ended December Contract Type, in thousands Time-and-material $ 104,583 Fixed-fee 5,705 Other 995 Total Revenues $ 111,283 Remaining performance obligation ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 1) contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty, 2) contracts for which the Company recognizes revenues based on the right to invoice for services performed, 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606 -10-25-14 -10-32-40 4) variable consideration in the form of a sales -based -based All of the Company’s contracts met one or more of these exemptions as of December Cost of revenue Cost of revenue primarily consists of compensation for professional staff generating revenues for the Company. Compensation includes salary, benefits, performance bonuses, retention bonuses, stock compensation expense, and travel expenses. The Company allocates a portion of depreciation and amortization to cost of revenue. Engineering, research and development Engineering, research, and development expenses primarily include compensation for professional staff performing research and development related activities that are not directly attributable to generating revenues for the Company. Research and development activities relate to building and scaling the next generation ecommerce platform solutions for customers. Research and development costs are expensed as incurred. Engineering, research, and development expenses also include depreciation and amortization costs, stock -based Selling and marketing Selling and marketing expenses are those expenses associated with promoting and selling the Company’s services and include such items as sales and marketing personnel salaries, benefits, stock compensation expenses, travel, advertising, depreciation and amortization, retention bonuses, and other promotional activities. General and administrative General and administrative expenses include other operating items such as officers’ and administrative personnel salaries, benefits, stock compensation expenses, legal and audit expenses, public company related expenses, insurance, facility costs, retention bonuses, depreciation and amortization, including amortization of purchased intangibles, and operating lease expenses. Stock-based compensation expense Stock -based -date -based -date -Scholes-Merton -free -based -date -based -line -based -line -line -vesting -date -line -based Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes prior earnings history, the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods of tax attributes, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset in making this assessment. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates for uncertain tax positions at each balance sheet date. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy for interest and/or penalties related to underpayments of income taxes is to include interest and penalties in income tax expense. Restructuring The Company initiated a restructuring plan focused on optimizing utilization. For twelve months ended December Earnings per share The Company accounts for earnings per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income by the weighted -average -average Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus 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. The Company transitioned to ASC Topic 606, Revenue From Contracts with Customers consolidated statements of income and comprehensive income, balance sheets, or cash flows, and prior periods were not impacted as a result of the adoption of the standard. The new standard resulted in insignificant changes to the timing of recognition of revenues for certain volume discounts. The Company elected to early adopt ASU No. 2018 -15 Intangibles, Goodwill, and Other — Internal Use Software (Subtopic 350 -40 ): Customer’s accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract -use -use -40 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement -13 In October 2018, the FASB issued ASU No. 2018 -17 Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities -making -effect Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016 -02 Leases -02 -02 -to-use with the cumulative effect of initially applying the guidance recognized at the beginning of the period in which the guidance is first applied. The new accounting guidance is effective for the Company for fiscal periods beginning after December In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments -04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, -05 Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, -02 Financial Instruments — Credit Losses (Topic 326) Leases (Topic 842). -to-maturity -balance In December 2019, the FASB issued Accounting Standard Update No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -up In March 2020, FASB issued ASU No. 2020 -03 Codification to Financial Instruments. -13 |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business combination | Note 3 — Business combination On March GDI began operations in September 2006 to provide next -generation Business Combinations, equivalent of GDI issuing stock for the net assets of ChaSerg, accompanied by a recapitalization. The net assets of ChaSerg were stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (approximately 1.685 GDH shares to 1.0 GDI share). The aggregate consideration for the Business Combination was $396.5 -Closing -Closing (in thousands, except for share and per share amounts) Shares transferred at Closing 27,006,251 Less: Post-Closing share adjustment (857,143 ) Total shares transferred at Closing 26,149,108 Value per share 10.19 Total share consideration $ 266,459 Plus: Cash transferred to GDI stockholders 130,000 Closing merger consideration $ 396,459 In connection with the Closing, 51,715 In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $4.7 -in In connection with the Business Combination, all outstanding retention bonus obligations from a 2017 acquisition totaling $3,363,000 were accelerated and paid in full to Grid Dynamics’ personnel immediately prior to the Closing and were recorded in cost of revenue and operating expenses in the consolidated financial statements. |
Acquisition of Daxx Web Industr
Acquisition of Daxx Web Industries B.V. | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination Acquisition Disclosure [Abstract] | |
Acquisition of Daxx Web Industries B.V. | Note 4 — Acquisition of Daxx Web Industries B.V. On December -based -end The total purchase consideration is up to $23.3 The fair value of the contingent consideration at the date of the acquisition was determined to be approximately $1.9 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: (In thousands) Cash & equivalents $ 2,266 Accounts receivable 1,978 Prepaid expenses and other 283 Fixed assets 352 Goodwill 14,690 Intangible assets 8,174 Accounts payable (37 ) Accrued expenses (2,397 ) Tax liabilities (2,639 ) Other current liability and unearned revenues (2,284 ) Net assets acquired $ 20,386 The fair value of identifiable intangible assets as of the date of acquisition is as follows: (In thousands) Fair Value Useful Life Amortization method Customer relationships $ 4,234 8 years Straight-line Daxx trade name 3,500 10 years Straight-line Non-compete agreements 440 2 years Straight-line Total identified intangible assets $ 8,174 As a result of the acquisition, the Company recognized a total of $14.7 The Company used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis, relief -from-royalty -period The acquisition of Daxx was accounted for using the acquisition method of accounting, and consequently, the results of operations for Daxx are reported in the consolidated financial statements from the date of acquisition. Daxx’s revenues were approximately $1.0 The following unaudited pro forma information presents the combined results of operations as if the acquisition of Daxx had occurred at the beginning of 2019. Daxx’s pre -acquisition The 2019 and 2020 pro forma results include transaction related expenses incurred by Daxx prior to the acquisition of $0.4 These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results. (In thousands, unaudited) 2020 2019 Revenue $ 133,622 $ 138,002 Net income/(loss) $ (10,925 ) $ 12,091 Earnings/(loss) per share $ (0.24 ) $ 0.55 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 5 — Property and Equipment, net Property and equipment consist of the following: Estimated As of December 31, 2020 2019 (dollars in thousands) Computers and equipment 3 $ 6,447 $ 5,470 Machinery and automobiles 5 551 129 Furniture and fixtures 7 643 544 Software 5 554 407 Leasehold improvements 7 236 119 8,430 6,669 Less: Accumulated depreciation and amortization (5,622 ) (3,784 ) 2,809 2,885 Capitalized software development costs 2 3,531 2,478 Less: Accumulated amortization (2,245 ) (1,339 ) 1,287 1,139 Property and equipment, net $ 4,095 $ 4,024 Property and equipment depreciation and amortization expense for the years ended December |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 6 — Intangible assets, net Intangible assets consist of the following: Estimated As of December 31, 2020 December 31, 2019 (dollars in thousands) Customer relationships 8 $ 4,234 $ — Tradename 10 3,500 — Non-compete agreements 2 440 — Technology 5 — 478 8,174 478 Less: Accumulated amortization (49 ) (460 ) Intangible assets, net $ 8,125 18 Intangible assets amortization expense for the years ended December |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Other current liabilities | Note 7 — Other current liabilities The components of other current liabilities were as follows: As of December 31, 2020 2019 (In thousands) Customer deposits $ 731 $ — Other liabilities 528 138 Contingent consideration payable 1,947 — Total other current liabilities $ 3,206 $ 138 In connection with the acquisition of Daxx on December -closing -out |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 8 — Income taxes Income before provision for income taxes consisted of the following: For the years ended December 31, 2020 2019 2018 (in thousands) United States $ (18,084 ) $ 13,486 $ 9,460 International 2,872 1,963 3,623 $ (15,212 ) $ 15,449 $ 13,083 The federal and state income tax provision/(benefit) is summarized as follows: For the years ended December 31, 2020 2019 2018 (in thousands) Current Federal $ 167 $ 3,799 $ 2,841 State 97 599 623 International 1,199 669 936 Total current tax expense 1,462 5,067 4,400 Deferred Federal (3,042 ) (375 ) (484 ) State (811 ) (50 ) (61 ) International (222 ) — — Total deferred tax expense/(benefit) (4,076 ) (425 ) (545 ) Total tax expense/(benefit) $ (2,613 ) $ 4,642 $ 3,855 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred taxes as of December As of December 31, 2020 2019 (in thousands) Deferred tax assets Accrued compensation $ 545 $ 401 Allowance for bad debt 105 5 State tax accrual 13 165 Stock-based compensation 2,595 906 Net operating loss 2,364 111 Credits 71 — Total deferred tax assets 5,693 1,588 Deferred tax liabilities Fixed asset basis (84 ) (114 ) Intangible assets (2,093 ) — Total deferred tax liabilities (2,177 ) (114 ) Net deferred taxes $ 3,516 $ 1,474 The Company assessed its ability to realize the benefits of its domestic deferred tax assets (DTA) by evaluating all available positive and negative evidence, objective and subjective in nature, including (1) cumulative results of operations in recent years, (2) sources of recent pre -tax -year -term After an evaluation of all available qualitative and quantitative evidence, both positive and negative in nature, the Company concluded it is more likely than not that sufficient future taxable income will be generated to realize the benefits of its DTAs prior to expiration. As a result, the Company determined that no valuation allowance was needed as of December Net operating losses and tax credit carryforwards as of December Amount Expiration (in thousands) Net operating losses, federal (Post December 31, 2017) $ 8,855 Do not expire Net operating losses, federal (Pre January 1, 2018) 404 2032 – 2040 Net operating losses, state $ 7,140 2032 – 2040 Tax credits, federal 115 2040 The effective tax rate of the Company’s provision/(benefit) for income taxes differs from the federal statutory rate as follows: For the years ended December 31, 2020 2019 2018 Statutory rate (21.00 )% 21.00 % 21.00 % State tax (3.86 )% 2.53 % 3.31 % Permanent items 2.81 % 3.17 % 4.68 % Stock-based compensation deductions (2.43 )% 1.19 % — % R&D credits (0.1 )% (0.70 )% (0.86 )% Foreign rate differential 2.62 % 2.86 % 1.33 % GILTI 4.78 % — — Total (17.18 )% 30.05 % 29.46 % As of December (in thousands) Balance at January 1, 2020 $ 357 Increases related to prior year tax positions 1 Increases related to current year tax positions 296 Balance at December 31, 2020 $ 654 Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business. The Company does not anticipate a material change to its unrecognized tax benefits over the next twelve months. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. There was no interest or penalties accrued as of December The Company is subject to income taxes in U.S. federal and various state, local and foreign jurisdictions. The tax years ended from December 2012 to December 2019 remain open to examination due to the carryover of unused net operating losses or tax credits. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low -taxed On March -19 -year The Company’s provision for income taxes does not include provisions for foreign withholding taxes associated with the repatriation of undistributed earnings of certain foreign subsidiaries that we intend to reinvest indefinitely in our foreign subsidiaries. On December -19 California Assembly Bill 85 (AB 85) was signed into law by Governor Gavin Newsom on June |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ equity | Note 9 — Stockholders’ equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. Common stock The Company is authorized to issue 110,000,000 as the result of a promissory note of $0.5 Preferred Stock As of December Founders and underwriter shares subject to earnout provisions At the Closing, the Company had 1,200,000 1) 399,999; 400,000; and 400,001 Earnout Shares vest if the closing price of the Company’s common stock on the principal exchange on which the securities are listed or quoted have been at or about $12.00; $13.50; and $15.00 per share, respectively, for 20 trading days (which need not be consecutive) over a thirty trading day period at any time; The Earnout Shares automatically vest upon and immediately prior to any of the following events: 1) The Company engages in a “going private” transaction pursuant to Rule 13e -3 2) The Company’s common stock ceases to be listed on a national securities exchange; 3) The Company is amalgamated, merged, consolidated or reorganized with or into another company or person (an “Acquiror”) and as a result of such amalgamation, merger, consolidation or reorganization, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of the Acquiror or surviving or resulting entity is owned in the aggregate by the shareholders of the Company, directly or indirectly, immediately prior to such amalgamation, merger, consolidation or reorganization, excluding from such computation the interests of the Acquiror or any affiliate of the Acquiror; 4) The Company and/or its subsidiaries sell, assign, transfer or otherwise dispose of (including by bulk reinsurance outside of the ordinary course of business consistent with past practice), in one or a series of related transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to an Acquiror, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of which, immediately following such sale, assignment or transfer, are owned in the aggregate by the pre -transaction 5) If a Schedule 13D or Schedule 13G report (or any successor schedules, form or report), each as promulgated pursuant to the Exchange Act, is filed with the SEC disclosing that any person or group (as the terms “person” and “group” are used in Section 13(d) or Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) has become the beneficial owner (as the term “beneficial owner” is defined in Rule 13d -3 The Earnout Shares released for any event as noted above shall be subject to an equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock after the Closing. Additionally, each such price threshold shall be reduced by the amount of the aggregate cash or the fair market value of any securities or other assets paid or payable by the Company to the holders of common stock, on a per share basis, as an extraordinary dividend or distribution following the Closing; provided that the declaration and payment of any such extraordinary dividend or distribution shall be subject to all applicable Laws. An “extraordinary dividend or distribution” means any dividend or distribution other than a regularly -scheduled As of December Warrants As of December -half -half -half Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50. Warrants may only be exercised for a whole number of shares for common stock. No fractional shares will be issued upon exercise of the warrants. Each warrant is currently exercisable and will expire March The Company may call the warrants for redemption at a price of $0.01 per warrant upon a minimum 30 days’ prior written notice of redemption, if and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Note 10 — Stock-based compensation 2018 Stock Plan GDI had previously adopted a stock plan in 2018 (the “2018 Stock Plan”). Under the terms of the 2018 Stock Plan, certain option grants were accelerated in full or by an additional 12 -in The remaining portion of outstanding vested options totaling 1,739,932 and all unvested options totaling 146,865 were automatically assumed and converted into options to purchase the Company’s common stock as of the Closing. The number of each participant’s assumed options and the exercise price were adjusted as provided in the Merger Agreement. There was no incremental compensation cost attributable to the incremental fair value of the modified options compared to the original options on the modification date. The assumed stock options will continue to be subject to the same terms and conditions, including vesting schedule terms, in accordance with the 2018 Stock Plan. Exercise prices for 2018 Stock Plan options range between $3.51 and $3.54 per share. The following table sets forth the activity for the 2018 Stock Plan, including the conversion of the vested and unvested options, for the year ended December Options Outstanding Balance at December 31, 2019 2,734,327 Cashed out (828,590 ) Forfeited (18,940 ) Balance at March 31, 2020 (prior to exchange ratio conversion) 1,886,797 Converted vested balance 4,313,917 Converted unvested balance 364,094 Balance at March 6, 2020 (post to exchange ratio conversion) 4,678,011 Exercised in 2020 (28,057 ) Forfeited/Cancelled in 2020 (50,164 ) Options Outstanding as of December, 31, 2020 4,599,790 As of December -line 2020 Equity Incentive Plan Effective March -Statutory December Available for Available, March 5, 2020 16,300,000 Options granted (2,087,000 ) RSU granted (3,053,969 ) PSU granted (253% target achieved) (1,452,699 ) Options forfeited 144,600 RSU forfeited 30,000 Available for grant, December 31, 2020 9,880,932 Stock Options The total of 2,087,000 NSOs shares granted during 2020 from 2020 Equity Incentive Plan with weighted average exercise price $8.37 are subject to the following time -based -fourth -sixteenth -month -year The grant date fair value of each NSO was estimated on the date of grant using the Black -Scholes 2020 Dividend yield 0% Expected volatility 40% Risk-free interest rate 0.31 – 0.80% Expected term in years 6.11 Grant date fair value of common stock. $6.86 – 11.89 The Company used a zero percent dividend yield assumption for all Black -Scholes -pricing -free Shares Price(1) Term(2) Options granted 2,087,000 $ 8.37 Options forfeited (144,600 ) 8.13 Options outstanding as of December 31, 2020 1,942,400 $ 8.38 9.22 (1) Represents the weighted average exercise price (2) Represents weighted average remaining contractual term None of the 2020 NSO grants are vested as of December -line Restricted Stock Units A total 3.1 -based -fourth -sixteenth -month The aggregated fair value of RSUs granted during the twelve months ended December -line Performance Stock Units On May 1) Year -over-year -Retail -Retail 2) Contribution Margin for the Performance Period as a percentage of Non -Retail Fifty percent (50%) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of Revenue Growth for the Performance Period and the remaining fifty percent (50%) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of the Contribution Margin. Performance shares will be certified and vested no later than March -based Subsequent Event The vesting of the PSUs was certified by the Board of Directors for release on February Stock-Based Compensation Expense The Company classifies awards issued under the stock -based -based Twelve months ended December 31, 2020 2019 2018 (in thousands) Cost of revenue $ 840 $ 148 $ 84 Engineering, research, and development 2,419 175 103 Sales and marketing 3,532 53 40 General and administrative 13,215 2,065 1,529 Total stock-based compensation $ 20,006 $ 2,441 $ 1,756 As of December -based |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per share | Note 11 — Earnings per share The Company computed earnings per share (“EPS”) in conformity with the two -class All participating securities are excluded from basic weighted -average -average -converted -based The following table sets forth the computation of basic and diluted EPS of common stock as follows: For the years ended December 31, 2020 2019 2018 (in thousands, except per share data) Numerator for basic earnings per share Net income/(loss) $ (12,599 ) $ 10,807 $ 9,228 Less: Income attributable to preferred shareholders — (377 ) — Net income/(loss) available to common shareholders (12,599 ) 10,430 9,228 Denominator for basic earnings per share Weighted-average shares outstanding – basic 44,737 21,118 20,217 Basic earnings/(loss) per share $ (0.28 ) $ 0.49 $ 0.46 Numerator for diluted earnings per share Net income available to common shareholders $ (12,599 ) $ 10,430 $ 9,228 Denominator for diluted earnings per share Basic weighted-average common shares outstanding 44,737 21,118 20,217 Add: Dilutive impact of options in the money — 4 — Weighted-average shares outstanding for diluted earnings per share 44,737 21,122 20,217 Diluted earnings/(loss) per share $ (0.28 ) $ 0.49 $ 0.46 The denominator used in the calculation of basic and diluted EPS has been retrospectively adjusted for the recapitalization of the Company’s shares as a result of the Business Combination as further described in Note 3. The following potential common shares, presented based on amounts outstanding at each period end and adjusted for the stock split as a result of the transaction, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti -dilutive For the twelve months ended December 31, Potential common shares 2020 2019 2018 (in thousands) Convertible preferred stock 1,048 1,048 — Stock options to purchase common stock 8,866 — 5,579 Restricted stock units 3,054 — — Performance stock units 1,453 — — Warrants to purchase common stock 11,347 — — Total 25,768 1,048 5,579 |
Segment and geographic informat
Segment and geographic information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and geographic information | Note 12 — Segment and geographic information In accordance with ASC 280, Segment Reporting Most of the Company’s revenues are generated within the United States. Long -lived As of December 31, Long-lived assets, net of accumulated depreciation and amortization 2020 2019 ( in thousands) United States $ 712 $ 885 Russia 1,023 1,386 Ukraine* 1,340 773 Poland 528 577 Serbia 492 403 Total $ 4,095 $ 4,024 * Includes Daxx. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 13 — Related party transactions One of the Company’s minority shareholders is a member of the Board of Directors of one of the Company’s customers. Total revenue recorded from the related party for the years ended December On November As discussed further in Note -Ukraine -Ukraine -contractor -Ukraine |
Benefit plans
Benefit plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Benefit plans | Note 14 — Benefit plans The Company maintains a 401(k) defined contribution savings and retirement plan for substantially all of its U.S. employees. Subject to Code limitations, an employee may elect to contribute an amount up to 60% of compensation during each plan year. The Company is not required to make contributions to the plan but can make discretionary contributions. The Company has not made any contributions to the 401(k) plan for the years ended December |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 15 — Commitments and contingencies Operating leases The Company leases its vehicles and facilities under non -cancelable Future minimum payments under non -cancelable Years ending December 31, (in thousands) 2021 $ 2,878 2022 992 2023 85 2024 2 Total $ 3,957 Software subscription services agreement The Company entered into a software subscription services agreement (the “SSA”) effective as of June -cancelable -cancelable Years ending December 31, (in thousands) 2021 $ 505 2022 369 2023 324 2024 81 Total $ 1,279 Litigation The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these consolidated financial statements related to contingencies. |
Line of credit
Line of credit | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Line of credit | Note 16 — Line of credit In October 2017, the Company entered into a loan agreement for a revolving line of credit facility (“Line of Credit”) with a borrowing capacity of $0.5 Borrowings under the Line of Credit are subject to a variable interest rate, based on changes in the Prime Rate, as calculated published by the Wall Street Journal. There were no borrowings on the Line of Credit as of December |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 17 — Subsequent events The vesting of the PSUs was certified by the Board of Directors for release on February On February Management of the Company evaluated its December |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Although ChaSerg was the legal acquirer, for accounting purposes, GDI was deemed to be the accounting acquirer. GDI was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • -to-day • • • • -level In conjunction with the Business Combination, outstanding shares of GDI were converted into common stock of the Company, par value $0.0001 per share, shown as a recapitalization, and the net assets of ChaSerg were acquired at historical cost, with no goodwill or other intangible assets recorded. GDI was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing (for the years ended December In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to GDI shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to GDI preferred and common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include useful lives and recoverability of property and equipment, determination of fair value, useful lives and recoverability of intangible assets and goodwill, allowances for receivables, calculation of accrued liabilities, capitalization of internally developed software, stock -based |
Certain significant risks and uncertainties | Certain significant risks and uncertainties The Company is subject to risks, including but not limited to customer concentration, concentrations of credit and foreign currency risks. Additionally, the Company has been impacted by the recent coronavirus (“COVID -19 -19 -in-place -19 -19 -19 -wide -essential -19 -term |
Cash and cash equivalents | Cash and cash equivalents The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. At times, cash deposits with banks may exceed federally insured limits. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company maintains an allowance against accounts receivable for the estimated probable losses on uncollectible accounts. The allowance is based upon historical loss experience, current economic conditions within the industries the Company serves as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt. The allowance for doubtful accounts balance increased $0.4 As of December 31, 2020 December 31, 2019 (in thousands) Trade accounts receivable $ 17,308 $ 13,913 Allowance for doubtful accounts (418 ) (20 ) Total trade accounts receivable, net $ 16,890 $ 13,893 |
Unbilled receivables | Unbilled receivables Generally, the Company will not bill customers until the services have been completed. From time -to-time -end -end -end |
Property and equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight -line |
Software development costs | Software development costs The Company capitalizes costs incurred during the application development and implementation stages for computer software developed or obtained for internal use that are specifically identifiable, have determinable lives and relate to probable future economic benefits. Capitalized computer software costs are included in property and equipment, net in the consolidated balance sheets. Average useful life of such costs is two years. During the years ended December data conversion, and maintenance are expensed as incurred. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Internally developed software did not have any impairment for the years ended December |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates and industry data to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. On an annual basis, the Company makes a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that the fair value of the reporting unit is less than its carrying amount, it will perform a quantitative analysis; otherwise, no further evaluation is necessary. For the quantitative impairment assessment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company uses the discounted cash flow method of the income approach and market approach to determine the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. Impairments, if any, are charged directly to earnings. As of December |
Intangible assets | Intangible assets Finite -lived -line |
Fair value | Fair value Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three -tier • Level 1 • Level 2 -based • Level 3 -based |
Concentrations of credit risk and significant customers | Concentrations of credit risk and significant customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held with high -quality The Company records its accounts receivable and unbilled receivables at their face amounts less allowances. Accounts receivable and unbilled receivables are generally dispersed across the Company’s customers in proportion to their revenue. Three customers individually exceeded 10% of the Company’s accounts receivable balance at December The Company has not experienced any losses on its cash and cash equivalents and minimal losses on its accounts receivable. The Company performs ongoing evaluations of its customers’ financial condition. Two, three and three customers accounted for greater than 10% of revenue for the twelve months ended December |
Foreign currency risks | Foreign currency risks The functional currency of the Company and its subsidiaries is the U.S. dollar with an exception of Daxx, recently acquired by the Company, whose functional currency is the Euro. The Company generates most of its revenues in U.S. dollars. The international subsidiaries convert the U.S. dollars to their respective local currencies to fund operations such as labor and materials required for the entity to operate. The Company’s international subsidiaries’ accounting records are denominated in their respective local currencies. The Company is exposed to foreign currency exchange rate changes that could impact remeasurement of foreign denominated monetary assets and liabilities into U.S. dollars with the remeasurement impact recorded to income. The Company is also exposed to fluctuations in foreign currency exchange rates related to cash outflows for expenditures in foreign currencies. The net income/(loss) on foreign currency transactions was $0.3 the years ended December |
Revenue recognition | Revenue recognition The Company accounts for a contract with a customer when 1) the parties to the contract have approved the contract and are committed to performing their respective obligations, 2) the contract identifies each party’s rights regarding the goods or services to be transferred, 3) the contract identifies the payment terms for the goods or services to be transferred, 4) the contract has commercial substance, and 5) collection of substantially all consideration pursuant to the contract is probable. The Company derives its revenue from offering a suite of digital engineering and information technology (“IT”) consulting services, including digital transformation strategy, emerging technology, lean labs and legacy system replatforming. For most contracts, the Company uses master agreements to govern the overall relevant terms and conditions of the business arrangement between the Company and its customers. When the Company and a customer enter into a Master Services Agreement (“MSA”), purchases are generally made by the customer via a statement of work (“SOW”) which explicitly references the MSA and specifies the services to be delivered. Fees for these contracts may be in the form of time -and-materials -fee -and-material Consulting services revenue is a single performance obligation earned through a series of distinct daily services and may include services such as those described above. The Company recognizes revenue for services over time as the customer simultaneously receives and consumes the benefits as the Company performs IT consulting services. For revenue contracts, the customer derives value from the Company providing daily consulting services, and the value derived corresponds to the labor hours expended. Therefore, the Company measures the progress and recognizes revenue using an effort -based For time -and-material available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Although the Company believes that its approach in developing estimates and its reliance on certain judgments and underlying inputs is reasonable, actual results may differ from management’s estimates, judgments and assumptions. These estimates have historically not been material to the consolidated financial statements. Disaggregation of Total Revenues: The following table shows the disaggregation of the Company’s revenues by contract type for the year ended December Contract Type, in thousands Time-and-material $ 104,583 Fixed-fee 5,705 Other 995 Total Revenues $ 111,283 |
Remaining performance obligation | Remaining performance obligation ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 1) contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty, 2) contracts for which the Company recognizes revenues based on the right to invoice for services performed, 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606 -10-25-14 -10-32-40 4) variable consideration in the form of a sales -based -based All of the Company’s contracts met one or more of these exemptions as of December |
Cost of revenue | Cost of revenue Cost of revenue primarily consists of compensation for professional staff generating revenues for the Company. Compensation includes salary, benefits, performance bonuses, retention bonuses, stock compensation expense, and travel expenses. The Company allocates a portion of depreciation and amortization to cost of revenue. |
Engineering, research and development | Engineering, research and development Engineering, research, and development expenses primarily include compensation for professional staff performing research and development related activities that are not directly attributable to generating revenues for the Company. Research and development activities relate to building and scaling the next generation ecommerce platform solutions for customers. Research and development costs are expensed as incurred. Engineering, research, and development expenses also include depreciation and amortization costs, stock -based |
Selling and marketing | Selling and marketing Selling and marketing expenses are those expenses associated with promoting and selling the Company’s services and include such items as sales and marketing personnel salaries, benefits, stock compensation expenses, travel, advertising, depreciation and amortization, retention bonuses, and other promotional activities. |
General and administrative | General and administrative General and administrative expenses include other operating items such as officers’ and administrative personnel salaries, benefits, stock compensation expenses, legal and audit expenses, public company related expenses, insurance, facility costs, retention bonuses, depreciation and amortization, including amortization of purchased intangibles, and operating lease expenses. |
Stock-based compensation expense | Stock-based compensation expense Stock -based -date -based -date -Scholes-Merton -free -based -date -based -line -based -line -line -vesting -date -line -based |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes prior earnings history, the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods of tax attributes, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset in making this assessment. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates for uncertain tax positions at each balance sheet date. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy for interest and/or penalties related to underpayments of income taxes is to include interest and penalties in income tax expense. |
Restructuring | Restructuring The Company initiated a restructuring plan focused on optimizing utilization. For twelve months ended December |
Earnings per share | Earnings per share The Company accounts for earnings per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income by the weighted -average -average |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus 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. The Company transitioned to ASC Topic 606, Revenue From Contracts with Customers consolidated statements of income and comprehensive income, balance sheets, or cash flows, and prior periods were not impacted as a result of the adoption of the standard. The new standard resulted in insignificant changes to the timing of recognition of revenues for certain volume discounts. The Company elected to early adopt ASU No. 2018 -15 Intangibles, Goodwill, and Other — Internal Use Software (Subtopic 350 -40 ): Customer’s accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract -use -use -40 In August 2018, the FASB issued ASU 2018 -13 Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement -13 In October 2018, the FASB issued ASU No. 2018 -17 Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities -making -effect |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016 -02 Leases -02 -02 -to-use with the cumulative effect of initially applying the guidance recognized at the beginning of the period in which the guidance is first applied. The new accounting guidance is effective for the Company for fiscal periods beginning after December In June 2016, the FASB issued ASU 2016 -13 Financial Instruments -Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments -04 Codification Improvements to Topic 326, Financial Instruments — Credit Losses, -05 Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, -02 Financial Instruments — Credit Losses (Topic 326) Leases (Topic 842). -to-maturity -balance In December 2019, the FASB issued Accounting Standard Update No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -up In March 2020, FASB issued ASU No. 2020 -03 Codification to Financial Instruments. -13 |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of accounts receivable and allowance for doubtful accounts | As of December 31, 2020 December 31, 2019 (in thousands) Trade accounts receivable $ 17,308 $ 13,913 Allowance for doubtful accounts (418 ) (20 ) Total trade accounts receivable, net $ 16,890 $ 13,893 |
Schedule of disaggregation revenue | Contract Type, in thousands Time-and-material $ 104,583 Fixed-fee 5,705 Other 995 Total Revenues $ 111,283 |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of consideration for business combination | (in thousands, except for share and per share amounts) Shares transferred at Closing 27,006,251 Less: Post-Closing share adjustment (857,143 ) Total shares transferred at Closing 26,149,108 Value per share 10.19 Total share consideration $ 266,459 Plus: Cash transferred to GDI stockholders 130,000 Closing merger consideration $ 396,459 |
Acquisition of Daxx Web Indus_2
Acquisition of Daxx Web Industries B.V. (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combination Acquisition Disclosure [Abstract] | |
Schedule of estimated fair values of the assets acquired and liabilities | (In thousands) Cash & equivalents $ 2,266 Accounts receivable 1,978 Prepaid expenses and other 283 Fixed assets 352 Goodwill 14,690 Intangible assets 8,174 Accounts payable (37 ) Accrued expenses (2,397 ) Tax liabilities (2,639 ) Other current liability and unearned revenues (2,284 ) Net assets acquired $ 20,386 |
Schedule of fair value of identifiable intangible assets | (In thousands) Fair Value Useful Life Amortization method Customer relationships $ 4,234 8 years Straight-line Daxx trade name 3,500 10 years Straight-line Non-compete agreements 440 2 years Straight-line Total identified intangible assets $ 8,174 |
Schedule of business acquisition pro forma infomation | (In thousands, unaudited) 2020 2019 Revenue $ 133,622 $ 138,002 Net income/(loss) $ (10,925 ) $ 12,091 Earnings/(loss) per share $ (0.24 ) $ 0.55 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated As of December 31, 2020 2019 (dollars in thousands) Computers and equipment 3 $ 6,447 $ 5,470 Machinery and automobiles 5 551 129 Furniture and fixtures 7 643 544 Software 5 554 407 Leasehold improvements 7 236 119 8,430 6,669 Less: Accumulated depreciation and amortization (5,622 ) (3,784 ) 2,809 2,885 Capitalized software development costs 2 3,531 2,478 Less: Accumulated amortization (2,245 ) (1,339 ) 1,287 1,139 Property and equipment, net $ 4,095 $ 4,024 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Estimated As of December 31, 2020 December 31, 2019 (dollars in thousands) Customer relationships 8 $ 4,234 $ — Tradename 10 3,500 — Non-compete agreements 2 440 — Technology 5 — 478 8,174 478 Less: Accumulated amortization (49 ) (460 ) Intangible assets, net $ 8,125 18 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities, Current [Abstract] | |
Schedule of other current liabilities | As of December 31, 2020 2019 (In thousands) Customer deposits $ 731 $ — Other liabilities 528 138 Contingent consideration payable 1,947 — Total other current liabilities $ 3,206 $ 138 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before provision for income taxes | For the years ended December 31, 2020 2019 2018 (in thousands) United States $ (18,084 ) $ 13,486 $ 9,460 International 2,872 1,963 3,623 $ (15,212 ) $ 15,449 $ 13,083 |
Schedule of federal and state income tax provision/ (benefit) | For the years ended December 31, 2020 2019 2018 (in thousands) Current Federal $ 167 $ 3,799 $ 2,841 State 97 599 623 International 1,199 669 936 Total current tax expense 1,462 5,067 4,400 Deferred Federal (3,042 ) (375 ) (484 ) State (811 ) (50 ) (61 ) International (222 ) — — Total deferred tax expense/(benefit) (4,076 ) (425 ) (545 ) Total tax expense/(benefit) $ (2,613 ) $ 4,642 $ 3,855 |
Schedule of deferred tax assets and liability | As of December 31, 2020 2019 (in thousands) Deferred tax assets Accrued compensation $ 545 $ 401 Allowance for bad debt 105 5 State tax accrual 13 165 Stock-based compensation 2,595 906 Net operating loss 2,364 111 Credits 71 — Total deferred tax assets 5,693 1,588 Deferred tax liabilities Fixed asset basis (84 ) (114 ) Intangible assets (2,093 ) — Total deferred tax liabilities (2,177 ) (114 ) Net deferred taxes $ 3,516 $ 1,474 |
Schedule of net operating losses and tax credit carryforwards | Amount Expiration (in thousands) Net operating losses, federal (Post December 31, 2017) $ 8,855 Do not expire Net operating losses, federal (Pre January 1, 2018) 404 2032 – 2040 Net operating losses, state $ 7,140 2032 – 2040 Tax credits, federal 115 2040 |
Schedule of provision/(benefit) for income tax | For the years ended December 31, 2020 2019 2018 Statutory rate (21.00 )% 21.00 % 21.00 % State tax (3.86 )% 2.53 % 3.31 % Permanent items 2.81 % 3.17 % 4.68 % Stock-based compensation deductions (2.43 )% 1.19 % — % R&D credits (0.1 )% (0.70 )% (0.86 )% Foreign rate differential 2.62 % 2.86 % 1.33 % GILTI 4.78 % — — Total (17.18 )% 30.05 % 29.46 % |
Schedule of unrecognized tax benefits | (in thousands) Balance at January 1, 2020 $ 357 Increases related to prior year tax positions 1 Increases related to current year tax positions 296 Balance at December 31, 2020 $ 654 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of conversion of the vested and unvested options | Options Outstanding Balance at December 31, 2019 2,734,327 Cashed out (828,590 ) Forfeited (18,940 ) Balance at March 31, 2020 (prior to exchange ratio conversion) 1,886,797 Converted vested balance 4,313,917 Converted unvested balance 364,094 Balance at March 6, 2020 (post to exchange ratio conversion) 4,678,011 Exercised in 2020 (28,057 ) Forfeited/Cancelled in 2020 (50,164 ) Options Outstanding as of December, 31, 2020 4,599,790 |
Schedule of board of directors approved an equity incentive plan | Available for Available, March 5, 2020 16,300,000 Options granted (2,087,000 ) RSU granted (3,053,969 ) PSU granted (253% target achieved) (1,452,699 ) Options forfeited 144,600 RSU forfeited 30,000 Available for grant, December 31, 2020 9,880,932 |
Schedule of estimated grant using the black-scholes | 2020 Dividend yield 0% Expected volatility 40% Risk-free interest rate 0.31 – 0.80% Expected term in years 6.11 Grant date fair value of common stock. $6.86 – 11.89 |
Schedule of dividend yield assumption for all Black-Scholes stock option-pricing | Shares Price(1) Term(2) Options granted 2,087,000 $ 8.37 Options forfeited (144,600 ) 8.13 Options outstanding as of December 31, 2020 1,942,400 $ 8.38 9.22 |
Schedule of employee stock-based compensation recognized | Twelve months ended December 31, 2020 2019 2018 (in thousands) Cost of revenue $ 840 $ 148 $ 84 Engineering, research, and development 2,419 175 103 Sales and marketing 3,532 53 40 General and administrative 13,215 2,065 1,529 Total stock-based compensation $ 20,006 $ 2,441 $ 1,756 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per share | For the years ended December 31, 2020 2019 2018 (in thousands, except per share data) Numerator for basic earnings per share Net income/(loss) $ (12,599 ) $ 10,807 $ 9,228 Less: Income attributable to preferred shareholders — (377 ) — Net income/(loss) available to common shareholders (12,599 ) 10,430 9,228 Denominator for basic earnings per share Weighted-average shares outstanding – basic 44,737 21,118 20,217 Basic earnings/(loss) per share $ (0.28 ) $ 0.49 $ 0.46 Numerator for diluted earnings per share Net income available to common shareholders $ (12,599 ) $ 10,430 $ 9,228 Denominator for diluted earnings per share Basic weighted-average common shares outstanding 44,737 21,118 20,217 Add: Dilutive impact of options in the money — 4 — Weighted-average shares outstanding for diluted earnings per share 44,737 21,122 20,217 Diluted earnings/(loss) per share $ (0.28 ) $ 0.49 $ 0.46 |
Schedule of diluted net loss per share attributable to common stockholders | For the twelve months ended December 31, Potential common shares 2020 2019 2018 (in thousands) Convertible preferred stock 1,048 1,048 — Stock options to purchase common stock 8,866 — 5,579 Restricted stock units 3,054 — — Performance stock units 1,453 — — Warrants to purchase common stock 11,347 — — Total 25,768 1,048 5,579 |
Segment and geographic inform_2
Segment and geographic information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of long-lived assets, net of accumulated depreciation and amortization | As of December 31, Long-lived assets, net of accumulated depreciation and amortization 2020 2019 ( in thousands) United States $ 712 $ 885 Russia 1,023 1,386 Ukraine* 1,340 773 Poland 528 577 Serbia 492 403 Total $ 4,095 $ 4,024 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and contingencies (Tables) [Line Items] | |
Schedule of total future minimum payments under the non-cancelable SSA | Years ending December 31, (in thousands) 2021 $ 2,878 2022 992 2023 85 2024 2 Total $ 3,957 |
Software Subscription Services Agreement [Member] | |
Commitments and contingencies (Tables) [Line Items] | |
Schedule of total future minimum payments under the non-cancelable SSA | Years ending December 31, (in thousands) 2021 $ 505 2022 369 2023 324 2024 81 Total $ 1,279 |
Background and nature of oper_2
Background and nature of operations (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business combination description | On March 5, 2020 (the “Closing”), the Company consummated its business combination with Grid Dynamics International, Inc. (“GDI”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 13, 2019 (the “Business Combination”). In connection with the Closing, the Company changed its name from ChaSerg Technology Acquisition Corp. to Grid Dynamics Holdings, Inc. The Company’s common stock is now listed on the NASDAQ under the symbol “GDYN” and warrants to purchase the common stock at an exercise price of $11.50 per share are listed on the NASDAQ under the symbol “GDYNW.” |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | |
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Common stock,par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Cash proceeds from trust account | $ 85,100 | ||
Increase allowance for doubtful accounts | 400 | ||
Unbilled receivables | $ 1,799 | $ 5,036 | |
Average useful life | 2 years | ||
Software development costs | $ 1,100 | 1,000 | |
Unamortized software cost | 1,300 | 1,100 | |
Amortization expense | 100 | $ 100 | $ 200 |
Concentration risk percentage | 10.00% | ||
Net income/(loss) on foreign currency transactions | $ 300 | ||
Income tax percentage | 50.00% | ||
Payments for restructuring | $ 900 | ||
Accounts Receivable [Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Number of customers | 3 | ||
Concentration risk percentage | 10.00% | ||
Unbilled Receivables [Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Number of customers | 3 | 2 | |
Concentration risk percentage | 10.00% | ||
Sales [Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Number of customers | 2 | 3 | 3 |
Concentration risk percentage | 10.00% | ||
Minimum [Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Property and equipment useful life | 2 years | ||
Intangible assets useful life | 2 years | ||
Maximum [Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Property and equipment useful life | 7 years | ||
Intangible assets useful life | 10 years | ||
Russia [Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Cash in held | $ 700 | $ 1,000 | |
Ukraine[Member] | |||
Basis of presentation and summary of significant accounting policies (Details) [Line Items] | |||
Cash in held | $ 200 | $ 100 |
Basis of presentation and sum_4
Basis of presentation and summary of significant accounting policies (Details) - Schedule of accounts receivable and allowance for doubtful accounts - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts receivable and allowance for doubtful accounts [Abstract] | ||
Trade accounts receivable | $ 17,308 | $ 13,913 |
Allowance for doubtful accounts | (418) | (20) |
Total trade accounts receivable, net | $ 16,890 | $ 13,893 |
Basis of presentation and sum_5
Basis of presentation and summary of significant accounting policies (Details) - Schedule of disaggregation revenue - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of disaggregation revenue [Abstract] | |||
Time-and-material | $ 104,583 | ||
Fixed-fee | 5,705 | ||
Other | 995 | ||
Total Revenues | $ 111,283 | $ 118,326 | $ 91,865 |
Business combination (Details)
Business combination (Details) $ / shares in Units, $ in Millions | Mar. 05, 2020 | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2006 |
Business combination (Details) [Line Items] | |||
Business combination, description | ChaSerg consummated its business combination with GDI pursuant to the Merger Agreement. Immediately following the Business Combination, there were 50,833,619 shares of common stock with a par value of $0.0001, and 11,346,500 warrants outstanding. | The aggregate consideration for the Business Combination was $396.5 million, consisting of $130.0 million in cash and 27,006,251 shares of ChaSerg’s common stock valued at $10.19 per share, less a post-Closing share adjustment amount of 857,143 shares which were placed in escrow post-Closing. The shares transferred at Closing included 4,313,917 options to purchase the Company’s shares that were vested, outstanding and unexercised, which were determined using 1,739,932 vested options at Closing converted at an exchange ratio of approximately 2.48. Additionally, 364,094 options to purchase the Company’s common stock that were unvested, outstanding and unexercised were assumed by the Company, which were determined using 146,865 unvested options at Closing converted at an exchange ratio of approximately 2.48. | |
Number of companies | 1,000 | ||
Sale of stock, description | Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (approximately 1.685 GDH shares to 1.0 GDI share). | ||
Shares redeemed | shares | 51,715 | ||
Price per share | $ / shares | $ 10.21 | ||
Legal and professional fees | $ 4.7 | ||
Business combination cost description | In connection with the Business Combination, all outstanding retention bonus obligations from a 2017 acquisition totaling $3,363,000 were accelerated and paid in full to Grid Dynamics’ personnel immediately prior to the Closing and were recorded in cost of revenue and operating expenses in the consolidated financial statements. | ||
Reduction of Proceeds [Member] | |||
Business combination (Details) [Line Items] | |||
Legal and professional fees | $ 4.1 | ||
General and Administrative Expense [Member] | |||
Business combination (Details) [Line Items] | |||
Legal and professional fees | $ 0.6 |
Business combination (Details)
Business combination (Details) - Schedule of consideration for business combination $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Schedule of consideration for business combination [Abstract] | |
Shares transferred at Closing | shares | 27,006,251 |
Less: Post-Closing share adjustment | shares | (857,143) |
Total shares transferred at Closing | shares | 26,149,108 |
Value per share | $ / shares | $ 10.19 |
Total share consideration | $ | $ 266,459 |
Plus: Cash transferred to GDI stockholders | $ | 130,000 |
Closing merger consideration | $ | $ 396,459 |
Acquisition of Daxx Web Indus_3
Acquisition of Daxx Web Industries B.V. (Details) - USD ($) $ in Thousands | Dec. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisition of Daxx Web Industries B.V. (Details) [Line Items] | ||||
Acquisition business combination purchase, description | The total purchase consideration is up to $23.3 million and included cash consideration of approximately $18.4 million and contingent cash consideration of up to approximately $4.9 million. The fair value of the contingent consideration at the date of the acquisition was determined to be approximately $1.9 million. | |||
Goodwill | $ 14,690 | |||
Revenues | 111,283 | 118,326 | $ 91,865 | |
Consultant fees | 500 | $ 400 | ||
Daxx Web Industries BV [Member] | ||||
Acquisition of Daxx Web Industries B.V. (Details) [Line Items] | ||||
Goodwill | $ 14,700 | |||
Daxx Web Industries BV [Member] | ||||
Acquisition of Daxx Web Industries B.V. (Details) [Line Items] | ||||
Revenues | $ 1,000 |
Acquisition of Daxx Web Indus_4
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of estimated fair values of the assets acquired and liabilities $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of estimated fair values of the assets acquired and liabilities [Abstract] | |
Cash & equivalents | $ 2,266 |
Accounts receivable | 1,978 |
Prepaid expenses and other | 283 |
Fixed assets | 352 |
Goodwill | 14,690 |
Intangible assets | 8,174 |
Accounts payable | (37) |
Accrued expenses | (2,397) |
Tax liabilities | (2,639) |
Other current liability and unearned revenues | (2,284) |
Net assets acquired | $ 20,386 |
Acquisition of Daxx Web Indus_5
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of fair value of identifiable intangible assets $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of fair value of identifiable intangible assets [Line Items] | |
Bunsiness acquisition fair value | $ 8,174 |
Customer Relationships [Member] | |
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of fair value of identifiable intangible assets [Line Items] | |
Business acquisition useful life | 8 years |
Bunsiness acquisition amortization method | Straight-line |
Bunsiness acquisition fair value | $ 4,234 |
Daxx Trade Name [Member] | |
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of fair value of identifiable intangible assets [Line Items] | |
Business acquisition useful life | 10 years |
Bunsiness acquisition amortization method | Straight-line |
Bunsiness acquisition fair value | $ 3,500 |
Non-compete agreements [Member] | |
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of fair value of identifiable intangible assets [Line Items] | |
Business acquisition useful life | 2 years |
Bunsiness acquisition amortization method | Straight-line |
Bunsiness acquisition fair value | $ 440 |
Acquisition of Daxx Web Indus_6
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of business acquisition pro forma infomation - Pro Forma [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquisition of Daxx Web Industries B.V. (Details) - Schedule of business acquisition pro forma infomation [Line Items] | ||
Revenue | $ 133,622 | $ 138,002 |
Net income/(loss) | $ (10,925) | $ 12,091 |
Earnings/(loss) per share (in Dollars per share) | $ (0.24) | $ 0.55 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 2.6 | $ 2.2 | $ 1.1 |
Property and Equipment, net (_2
Property and Equipment, net (Details) - Schedule of property and equipment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Tangible property and equipment, gross | $ 8,430 | $ 6,669 |
Less: Accumulated depreciation and amortization | (5,622) | (3,784) |
Tangible property and equipment, net | 2,809 | 2,885 |
Less: Accumulated amortization | (2,245) | (1,339) |
Intangible property and equipment, net | 1,287 | 1,139 |
Property and equipment, net | $ 4,095 | 4,024 |
Capitalized software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 2 years | |
Capitalized software development costs | $ 3,531 | 2,478 |
Computers and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 3 years | |
Tangible property and equipment, gross | $ 6,447 | 5,470 |
Machinery and automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 5 years | |
Tangible property and equipment, gross | $ 551 | 129 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 7 years | |
Tangible property and equipment, gross | $ 643 | 544 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 5 years | |
Tangible property and equipment, gross | $ 554 | 407 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 7 years | |
Tangible property and equipment, gross | $ 236 | $ 119 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets amortization expense | $ 0.1 | $ 0.1 | $ 0.2 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of Intangible assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets | $ 8,174 | $ 478 |
Less: Accumulated amortization | (49) | (460) |
Intangible assets, net | $ 8,125 | 18 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 8 years | |
Total Intangible assets | $ 4,234 | |
Tradename [Member} | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Total Intangible assets | $ 3,500 | |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years | |
Total Intangible assets | $ 440 | |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 5 years | |
Total Intangible assets | $ 478 |
Other current liabilities (Deta
Other current liabilities (Details) - Schedule of other current liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other current liabilities [Abstract] | ||
Customer deposits | $ 731 | |
Other liabilities | 528 | 138 |
Contingent consideration payable | 1,947 | |
Total other current liabilities | $ 3,206 | $ 138 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 27, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0.7 | |
CARES Act description | The CARES Act contains several corporate income tax provisions, including making remaining alternative minimum tax credits immediately refundable; providing a 5-year carryback of net operating loss carryforwards (“NOLs”) generated in tax years 2018, 2019, and 2020, and removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021; and temporarily liberalizing the interest deductibility rules under Section 163(j) of the Tax Cuts and Jobs Act, by raising the adjusted taxable income limitation from 30% to 50% for tax years 2019 and 2020 and giving taxpayers the election of using 2019 adjusted taxable income for purposes of computing 2020 interest deductibility. | |
Net operating loss deductions | 1 | |
Tax liability | 5 | |
Taxable income | $ 1 |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of income before provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income taxes (Details) - Schedule of income before provision for income taxes [Line Items] | |||
Total | $ (15,212) | $ 15,449 | $ 13,083 |
United States [Member] | |||
Income taxes (Details) - Schedule of income before provision for income taxes [Line Items] | |||
Total | (18,084) | 13,486 | 9,460 |
International [Member] | |||
Income taxes (Details) - Schedule of income before provision for income taxes [Line Items] | |||
Total | $ 2,872 | $ 1,963 | $ 3,623 |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of federal and state income tax provision/ (benefit) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||
Federal | $ 167 | $ 3,799 | $ 2,841 |
State | 97 | 599 | 623 |
International | 1,199 | 669 | 936 |
Total current tax expense | 1,462 | 5,067 | 4,400 |
Deferred | |||
Federal | (3,042) | (375) | (484) |
State | (811) | (50) | (61) |
International | (222) | ||
Total deferred tax expense/(benefit) | (4,076) | (425) | (545) |
Total tax expense/(benefit) | $ (2,613) | $ 4,642 | $ 3,855 |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of deferred tax assets and liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of deferred tax assets and liability [Abstract] | ||
Accrued compensation | $ 545 | $ 401 |
Allowance for bad debt | 105 | 5 |
State tax accrual | 13 | 165 |
Stock-based compensation | 2,595 | 906 |
Net operating loss | 2,364 | 111 |
Credits | 71 | |
Total deferred tax assets | 5,693 | 1,588 |
Fixed asset basis | (84) | (114) |
Intangible assets | (2,093) | |
Total deferred tax liabilities | (2,177) | (114) |
Net deferred taxes | $ 3,516 | $ 1,474 |
Income taxes (Details) - Sche_4
Income taxes (Details) - Schedule of net operating losses and tax credit carryforwards $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of net operating losses and tax credit carryforwards [Abstract] | |
Net operating losses, federal (Post December 31, 2017), Amount | $ 8,855 |
Net operating losses, federal (Post December 31, 2017), Expiration years | Do not expire |
Net operating losses, federal (Pre January 1, 2018), Amount | $ 404 |
Net operating losses, federal (Pre January 1, 2018), Expiration years | 2032 – 2040 |
Net operating losses, state, Amount | $ 7,140 |
Net operating losses, state, Expiration years | 2032 – 2040 |
Tax credits, federal, Amount | $ 115 |
Tax credits, federal, Expiration years | 2040 |
Income taxes (Details) - Sche_5
Income taxes (Details) - Schedule of provision/(benefit) for income tax | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of provision/(benefit) for income tax [Abstract] | |||
Statutory rate | (21.00%) | 21.00% | 21.00% |
State tax | (3.86%) | 2.53% | 3.31% |
Permanent items | 2.81% | 3.17% | 4.68% |
Stock-based compensation deductions | (2.43%) | 1.19% | |
R&D credits | (0.10%) | (0.70%) | (0.86%) |
Foreign rate differential | 2.62% | 2.86% | 1.33% |
GILTI | 4.78% | ||
Total | (17.18%) | 30.05% | 29.46% |
Income taxes (Details) - Sche_6
Income taxes (Details) - Schedule of unrecognized tax benefits $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of unrecognized tax benefits [Abstract] | |
Balance at January 1, 2020 | $ 357 |
Increases related to prior year tax positions | 1 |
Increases related to current year tax positions | 296 |
Balance at December 31, 2020 | $ 654 |
Stockholders' equity (Details)
Stockholders' equity (Details) - $ / shares | Mar. 02, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' equity (Details) [Line Items] | ||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | ||
Common stock, shares outstanding | 50,878,780 | 21,644,392 | ||
Earnout shares, description | 1) 399,999; 400,000; and 400,001 Earnout Shares vest if the closing price of the Company’s common stock on the principal exchange on which the securities are listed or quoted have been at or about $12.00; $13.50; and $15.00 per share, respectively, for 20 trading days (which need not be consecutive) over a thirty trading day period at any time; | |||
Voting rights, percentage | 50.10% | |||
Voting rights description | 4) The Company and/or its subsidiaries sell, assign, transfer or otherwise dispose of (including by bulk reinsurance outside of the ordinary course of business consistent with past practice), in one or a series of related transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to an Acquiror, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of which, immediately following such sale, assignment or transfer, are owned in the aggregate by the pre-transaction Company stockholders; or | |||
Percentage of shares outstanding | 50.00% | |||
Warrants outstanding | 11,346,500 | |||
Shares issued | 50,878,780 | 21,644,392 | ||
Issuance of private placement shares | 640,000 | |||
Shares issued on conversion of a working capital | 53,000 | |||
Price per share (in Dollars per share) | $ 11.50 | |||
Description of debt maturity date | Each warrant is currently exercisable and will expire March 5, 2025 (five years after the completion of the Business Combination), or earlier upon redemption or liquidation. | |||
Warrant price per share (in Dollars per share) | $ 0.01 | |||
Subsequent Event [Member] | ||||
Stockholders' equity (Details) [Line Items] | ||||
Earnout shares vested | 400,000 | 399,999 | ||
GDI [Member] | ||||
Stockholders' equity (Details) [Line Items] | ||||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | |||
IPO [Member] | ||||
Stockholders' equity (Details) [Line Items] | ||||
Shares issued | 22,000,000 | |||
Common Stock [Member] | ||||
Stockholders' equity (Details) [Line Items] | ||||
Common stock, shares authorized | 110,000,000 | |||
Common stock, shares issued | 50,833,619 | |||
Common stock, shares outstanding | 50,878,780 | |||
Common stock shares, description | a) 26,888,285 shares were issued to the stockholders of ChaSerg who did not redeem their shares, b) 1,200,000 shares legally issued and outstanding to the ChaSerg Founders and underwriter subject to earnout provisions as discussed further below, c) 53,000 shares issued to the Sponsor of ChaSerg at $10.00 per share as the result of a promissory note of $0.5 million converted to the Company’s common stock, d) 19,490,295 shares issued to GDD International Holding Company, e) 2,094,850 shares issued to BGV Opportunity Fund, L.P., and f) 1,152,350 shares issued to former shareholders of GDI. Additionally at Closing, there were 4,313,917 outstanding vested options to purchase the Company’s common stock. | |||
Earnout shares, description | At the Closing, the Company had 1,200,000 shares of common stock issued and outstanding subject to earnout provisions (the “Earnout Shares”). | |||
Price per share (in Dollars per share) | $ 18 | |||
Preferred Stock [Member] | ||||
Stockholders' equity (Details) [Line Items] | ||||
Preferred stock, conversion basis | As of December 31, 2019 GDI had 1,047,942 shares of no par value shares of preferred stock outstanding convertible on a 1:1 basis with GDI’s common stock. | |||
Preferred stock shares, outstanding | 1,047,942 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) | May 04, 2020 | Mar. 05, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock-based compensation (Details) [Line Items] | ||||||
Vested options outstanding (in Shares) | 1,739,932 | |||||
Unvested options outstanding (in Shares) | 146,865 | |||||
Number of shares forfeited (in Shares) | 18,940 | 50,164 | ||||
Proceeds from stock options exercised | $ 99,000 | $ 1,700,000 | ||||
Total outstanding shares (in Shares) | 4,599,790 | 2,734,327 | ||||
Weighted average exercise price (in Dollars per share) | $ 8.37 | |||||
Aggregated fair value granted | $ 6,900,000 | |||||
Exercise Price (in Dollars per share) | $ 3.28 | |||||
Options granted price (in Dollars per share) | $ 8.22 | |||||
Straight-line basis over term | 2 years 8 months 1 day | |||||
Maximum payout, percentage | 300.00% | |||||
Contribution margin performance, description | Fifty percent (50%) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of Revenue Growth for the Performance Period and the remaining fifty percent (50%) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of the Contribution Margin. | |||||
Stock-based compensation expense related | $ 9,200,000 | |||||
Number of shares (in Shares) | 0.7 | |||||
Sharebased compensation tax | $ 10,700,000 | |||||
Stock based compensation, description | The Company classifies awards issued under the stock-based compensation plans as equity. Total compensation expense for the twelve months ended December 31, 2020 was $20.0 million, which included $2.5 million of compensation expense related to the acceleration of vesting of awards under the 2018 Stock Plan. Total compensation expense for the twelve months ended December 31, 2019 and 2018 was $2.4 million and $1.8 million respectively. | |||||
Unrecognized stock-based compensation expense | $ 27,600,000 | |||||
NSO [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Options granted | 2,087,000 | |||||
Aggregated fair value granted | 2.1 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Options granted | $ 3.1 | |||||
Number of share issue (in Shares) | 28,300 | |||||
Board for a total value | $ 200,000 | |||||
Straight-line basis over term | 3 years 1 month 24 days | |||||
Phantom Share Units (PSUs) [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Unrecognized compensation expenses | $ 2,300,000 | |||||
Number of shares (in Shares) | 750,000 | |||||
2020 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Options granted | $ 25,100,000 | |||||
Unrecognized compensation expenses | $ 19,800,000 | |||||
2018 Stock Plan [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Stock options vested, shares (in Shares) | 2,568,523 | |||||
Increase to additional paid-in capital | $ 2,500,000 | |||||
Number of shares forfeited (in Shares) | 0.05 | |||||
Shares exercised (in Shares) | 0.03 | |||||
Proceeds from stock options exercised | $ 100,000 | |||||
Number of shares exercisable (in Shares) | 4.4 | |||||
Average exercise price of shares exercisable (in Dollars per share) | $ 3.54 | |||||
Total outstanding shares (in Shares) | 4,600,000 | |||||
Intrinsic value | $ 41,700,000 | |||||
Remaining contractual term | 8 years 7 days | |||||
Net of forfeitures | $ 200,000 | |||||
straight-line basis term | 2 years 8 months 4 days | |||||
2018 Stock Plan [Member] | Minimum [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Exercise prices (in Dollars per share) | $ 3.51 | |||||
2018 Stock Plan [Member] | Maximum [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Exercise prices (in Dollars per share) | $ 3.54 | |||||
2020 Equity Incentive Plan [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Number of shares forfeited (in Shares) | 5,300,000 | |||||
Intrinsic value | $ 8,200,000 | |||||
straight-line basis term | 3 years 3 months 21 days | |||||
Incentive stock options (in Shares) | 16,300,000 | |||||
Total outstanding shares | $ 1,900,000 | |||||
Issuance of option granted (in Shares) | 574,188 | |||||
2020 Equity Incentive Plan [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Percentage of maximum payout | 300.00% | |||||
2020 Equity Incentive Plan [Member] | NSO [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Options granted | $ 2,087,000 | |||||
2020 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Options granted | 3,053,969 | |||||
2020 Equity Incentive Plan [Member] | Phantom Share Units (PSUs) [Member] | ||||||
Stock-based compensation (Details) [Line Items] | ||||||
Options granted | $ 574,188 |
Stock-based compensation (Det_2
Stock-based compensation (Details) - Schedule of conversion of the vested and unvested options - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2020 | |
Schedule of conversion of the vested and unvested options [Abstract] | ||
Options outstanding, balance beginning | 2,734,327 | 2,734,327 |
Options outstanding, Cashed out | (828,590) | |
Options outstanding, Forfeited | (18,940) | (50,164) |
Options Outstanding 2018 Plan balance ending | 4,599,790 | |
Options outstanding, Balance at March 31, 2020 (prior to exchange ratio conversion) | 1,886,797 | |
Options outstanding, Converted vested balance | 4,313,917 | |
Options outstanding, Converted unvested balance | 364,094 | |
Options outstanding, Balance at March 6, 2020 (post to exchange ratio conversion) | 4,678,011 | |
Options outstanding, Exercised in 2020 | (28,057) |
Stock-based compensation (Det_3
Stock-based compensation (Details) - Schedule of Board of directors approved an equity incentive plan | 10 Months Ended |
Dec. 31, 2020shares | |
Schedule of Board of directors approved an equity incentive plan [Abstract] | |
Available for grant, Available beginning | 16,300,000 |
Available for grant, Options granted | (2,087,000) |
Available for grant, RSU granted | (3,053,969) |
Available for grant, PSU granted (253% target achieved) | (1,452,699) |
Available for grant, Options forfeited | 144,600 |
Available for grant, RSU forfeited | 30,000 |
Available for grant, Available ending | 9,880,932 |
Stock-based compensation (Det_4
Stock-based compensation (Details) - Schedule of estimated grant using the black-scholes | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Stock-based compensation (Details) - Schedule of estimated grant using the black-scholes [Line Items] | |
Dividend yield | 0.00% |
Expected volatility | 40.00% |
Expected term in years | 6 years 1 month 9 days |
Minimum [Member] | |
Stock-based compensation (Details) - Schedule of estimated grant using the black-scholes [Line Items] | |
Risk-free interest rate | 0.31% |
Grant date fair value of common stock (in Dollars per share) | $ 6.86 |
Maximum [Member] | |
Stock-based compensation (Details) - Schedule of estimated grant using the black-scholes [Line Items] | |
Risk-free interest rate | 0.80% |
Grant date fair value of common stock (in Dollars per share) | $ 11.89 |
Stock-based compensation (Det_5
Stock-based compensation (Details) - Schedule of dividend yield assumption for all Black-Scholes stock option-pricing | 12 Months Ended | |
Dec. 31, 2020$ / sharesshares | ||
Schedule of dividend yield assumption for all Black-Scholes stock option-pricing [Abstract] | ||
Options granted, Shares | shares | 2,087,000 | |
Options granted, Price | $ / shares | $ 8.37 | [1] |
Options forfeited, Shares | shares | (144,600) | |
Options forfeited, Price | $ / shares | $ 8.13 | [1] |
Options outstanding, Shares | shares | 1,942,400 | |
Options outstanding, Price | $ / shares | $ 8.38 | [1] |
Options outstanding, Term | 9 years 2 months 19 days | [2] |
[1] | Represents the weighted average exercise price | |
[2] | Represents weighted average remaining contractual term |
Stock-based compensation (Det_6
Stock-based compensation (Details) - Schedule of Employee stock-based compensation recognized - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Employee stock-based compensation recognized [Abstract] | |||
Cost of revenue | $ 840 | $ 148 | $ 84 |
Engineering, research, and development | 2,419 | 175 | 103 |
Sales and marketing | 3,532 | 53 | 40 |
General and administrative | 13,215 | 2,065 | 1,529 |
Total stock-based compensation | $ 20,006 | $ 2,441 | $ 1,756 |
Earnings per share (Details) -
Earnings per share (Details) - Schedule of computation of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of computation of basic and diluted earnings per share [Abstract] | |||
Net income/(loss) (in Dollars) | $ (12,599) | $ 10,807 | $ 9,228 |
Less: Income attributable to preferred shareholders | (377) | ||
Net income/(loss) available to common shareholders (in Dollars) | $ (12,599) | $ 10,430 | $ 9,228 |
Weighted-average shares outstanding – basic | 44,737 | 21,118 | 20,217 |
Basic earnings/(loss) per share (in Dollars per share) | $ (0.28) | $ 0.49 | $ 0.46 |
Numerator for diluted earnings per share | |||
Net income available to common shareholders (in Dollars) | $ (12,599) | $ 10,430 | $ 9,228 |
Basic weighted-average common shares outstanding | 44,737 | 21,118 | 20,217 |
Add: Dilutive impact of options in the money | 4 | ||
Weighted-average shares outstanding for diluted earnings per share | 44,737 | 21,122 | 20,217 |
Diluted earnings/(loss) per share (in Dollars per share) | $ (0.28) | $ 0.49 | $ 0.46 |
Earnings per share (Details) _2
Earnings per share (Details) - Schedule of diluted net loss per share attributable to common stockholders - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of diluted net loss per share attributable to common stockholders [Abstract] | |||
Convertible preferred stock | 1,048 | 1,048 | |
Stock options to purchase common stock | 8,866 | 5,579 | |
Restricted stock units | 3,054 | ||
Performance stock units | 1,453 | ||
Warrants to purchase common stock | 11,347 | ||
Total | 25,768 | 1,048 | 5,579 |
Segment and geographic inform_3
Segment and geographic information (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Reportable segment | 1 |
Segment and geographic inform_4
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization [Line Items] | |||
Total | $ 4,095 | $ 4,024 | |
United States [Member] | |||
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization [Line Items] | |||
Total | 712 | 885 | |
Russia [Member] | |||
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization [Line Items] | |||
Total | 1,023 | 1,386 | |
Ukraine [Member] | |||
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization [Line Items] | |||
Total | [1] | 1,340 | 773 |
Poland [Member] | |||
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization [Line Items] | |||
Total | 528 | 577 | |
Serbia [Member] | |||
Segment and geographic information (Details) - Schedule of long-lived assets, net of accumulated depreciation and amortization [Line Items] | |||
Total | $ 492 | $ 403 | |
[1] | Includes Daxx |
Related party transactions (Det
Related party transactions (Details) - Board of Directors [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Nov. 28, 2018 | |
Related party transactions (Details) [Line Items] | |||
Total revenue from related party | $ 0.1 | $ 1 | |
Accounts receivable from related party | $ 0 | $ 0.5 | |
Dividend per common share (in Dollars per share) | $ 0.17 | ||
Dividends paid | $ 2 |
Benefit plans (Details)
Benefit plans (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee contribute, percentage | 60.00% |
Commitments and contingencies_2
Commitments and contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating leases description | The Company leases its vehicles and facilities under non-cancelable operating leases expiring between January 2021 and January 2024. | ||
Rent expense | $ 4.2 | $ 4.8 | $ 3.8 |
Commitments and contingencies_3
Commitments and contingencies (Details) - Schedule of future minimum payments under non-cancelable leases $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of future minimum payments under non-cancelable leases [Abstract] | |
2021 | $ 2,878 |
2022 | 992 |
2023 | 85 |
2024 | 2 |
Total | $ 3,957 |
Commitments and contingencies_4
Commitments and contingencies (Details) - Schedule of total future minimum payments under the non-cancelable SSA - Software Subscription Services Agreement [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and contingencies (Details) - Schedule of total future minimum payments under the non-cancelable SSA [Line Items] | |
2021 | $ 505 |
2022 | 369 |
2023 | 324 |
2024 | 81 |
Total | $ 1,279 |
Line of credit (Details)
Line of credit (Details) $ in Millions | Oct. 31, 2017USD ($) |
Line of Credit [Member] | |
Line of credit (Details) [Line Items] | |
Borrowing capacity | $ 0.5 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions | Feb. 12, 2021 | Feb. 17, 2021 |
Subsequent events (Details) [Line Items] | ||
Vesting shares of PSUs | 700,000 | |
Shares of net | 750,000 | |
Tax obligation value (in Dollars) | $ 10.7 | |
Public warrants | 6,383,269 | |
Public warrants per shares (in Dollars per share) | $ 0.3480 | |
Common stock | 2,221,378 |