Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | BTRS Holdings Inc. |
Entity Central Index Key | 0001774155 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Balance Sheets (FY)
Balance Sheets (FY) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 14,642 | $ 4,736 |
Restricted cash | 3,277 | 0 |
Customer funds | 20,924 | 21,126 |
Accounts receivable, net of allowance for doubtful accounts of $227 and $409, respectively | 23,009 | 19,658 |
Prepaid expenses | 2,961 | 3,368 |
Short-term Investments | 0 | |
Deferred implementation, commission and other costs, current | 4,718 | 4,751 |
Other current assets | 831 | 851 |
Total current assets | 70,362 | 54,490 |
Property and equipment, net | 16,650 | 18,285 |
Goodwill | 36,956 | 36,956 |
Intangible assets, net | 9,534 | 11,760 |
Deferred implementation and commission costs, non-current | 8,677 | 7,887 |
Other assets | 5,361 | 1,318 |
Total assets | 147,540 | 130,696 |
Current liabilities: | ||
Customer funds payable | 20,924 | 21,126 |
Current portion of debt and capital lease obligations, net of deferred financing costs | 380 | 876 |
Accounts payable | 1,646 | 3,303 |
Accrued expenses and other | 26,341 | 14,378 |
Deferred revenue | 14,895 | 11,868 |
Other current liabilities | 906 | 1,148 |
Total current liabilities | 65,092 | 52,699 |
Long-term debt and capital lease obligations, net of current portion and deferred financing costs | 43,295 | 28,142 |
Customer postage deposits | 10,418 | 10,455 |
Deferred revenue, net of current portion | 14,861 | 13,200 |
Deferred taxes | 768 | 572 |
Other long-term liabilities | 9,296 | 9,162 |
Total liabilities | 143,730 | 114,230 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2020 and 2019, respectively | 0 | 0 |
Additional paid-in capital | 148,677 | 144,306 |
Accumulated deficit | (144,877) | (127,850) |
Total stockholders' equity | 3,810 | 16,466 |
Total liabilities and stockholders' equity | 147,540 | 130,696 |
Class 1 Common Stock [Member] | ||
Stockholders' equity: | ||
Common Stock | 9 | 9 |
Total stockholders' equity | 9 | 9 |
Class 2 Common Stock [Member] | ||
Stockholders' equity: | ||
Common Stock | 1 | 1 |
Total stockholders' equity | $ 1 | $ 1 |
Balance Sheets (FY) (Parentheti
Balance Sheets (FY) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' equity: | ||||||
Allowance for doubtful accounts | $ 280 | $ 227 | $ 409 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Common stock, shares outstanding (in shares) | 145,266,108 | |||||
Class 1 Common Stock [Member] | ||||||
Stockholders' equity: | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 538,000,000 | 538,000,000 | ||||
Common stock, shares issued (in shares) | 92,760,478 | 91,420,871 | ||||
Common stock, shares outstanding (in shares) | 92,760,478 | 91,420,871 | 89,953,439 | 89,618,719 | ||
Class 2 Common Stock [Member] | ||||||
Stockholders' equity: | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 27,000,000 | 27,000,000 | ||||
Common stock, shares issued (in shares) | 8,196,622 | 8,196,622 | ||||
Common stock, shares outstanding (in shares) | 8,196,622 | 8,196,622 | 8,196,622 | 8,196,622 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss (FY) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||||
Subscription, transaction and services | $ 33,119 | $ 24,524 | $ 108,569 | $ 96,460 | $ 79,571 |
Reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total revenues | 41,936 | 34,145 | 145,685 | 136,468 | 120,515 |
Cost of revenues: | |||||
Cost of subscription, transaction and services | 9,253 | 7,890 | 32,531 | 32,015 | 26,567 |
Cost of reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total cost of revenues, excluding depreciation and amortization | 18,070 | 17,511 | 69,647 | 72,023 | 67,511 |
Operating expenses: | |||||
Research and development | 10,993 | 9,384 | 36,468 | 34,285 | 23,606 |
Sales and marketing | 8,936 | 6,422 | 23,420 | 22,098 | 21,677 |
General and administrative | 12,450 | 5,248 | 22,188 | 23,297 | 18,743 |
Depreciation and amortization | 1,360 | 1,411 | 5,624 | 5,881 | 6,040 |
Total operating expenses | 33,739 | 22,465 | 87,700 | 85,561 | 70,066 |
Loss from operations | (9,873) | (5,831) | (11,662) | (21,116) | (17,062) |
Other income (expense): | |||||
Interest income | 103 | 16 | 18 | 1 | 136 |
Interest expense | (2,942) | (1,183) | (4,661) | (1,507) | (814) |
Other expense, net | (9,990) | (19) | (518) | (21) | (422) |
Total other expense | (12,829) | (1,186) | (5,161) | (1,527) | (1,100) |
Loss before income taxes | (22,702) | (7,017) | (16,823) | (22,643) | (18,162) |
Provision for income taxes | (92) | (80) | (204) | (160) | (69) |
Net (loss) income | (22,794) | (7,097) | (17,027) | (22,803) | (18,231) |
Comprehensive loss | $ (22,794) | $ (7,097) | $ (17,027) | $ (22,803) | $ (18,231) |
Net loss per share attributable to common stockholders | |||||
Basic (in dollars per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Diluted (in dollars per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Weighted average number of shares used to compute net loss per share attributable to common stockholders | |||||
Basic (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Diluted (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (FY) - USD ($) $ in Thousands | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member]Previously Reported [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member]Retroactive Application of Reverse Recapitalization [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Retroactive Application of Reverse Recapitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit [Member]Previously Reported [Member] | Accumulated Deficit [Member]Retroactive Application of Reverse Recapitalization [Member] | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Previously Reported [Member] | Retroactive Application of Reverse Recapitalization [Member] | Class 1 Common Stock [Member] | Class 1 Common Stock [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Class 1 Common Stock [Member]Previously Reported [Member] | Class 1 Common Stock [Member]Retroactive Application of Reverse Recapitalization [Member] | Class 2 Common Stock [Member] | Class 2 Common Stock [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Class 2 Common Stock [Member]Previously Reported [Member] | Class 2 Common Stock [Member]Retroactive Application of Reverse Recapitalization [Member] |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 68,382,882 | (68,382,882) | |||||||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 0 | $ 132,378 | $ (132,378) | |||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 0 | 0 | ||||||||||||||||||||||
Ending balance (in shares) (Adjustment from adoption of ASC 606 [Member]) at Dec. 31, 2018 | 0 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2018 | $ 0 | $ 0 | ||||||||||||||||||||||
Ending balance (Adjustment from adoption of ASC 606 [Member]) at Dec. 31, 2018 | $ 0 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 89,618,719 | 29,432,459 | 60,186,260 | 8,196,622 | 0 | 8,196,622 | ||||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 139,143 | $ 6,772 | $ 132,371 | $ (88,724) | $ (88,724) | $ 0 | $ 50,429 | $ (81,949) | $ 132,378 | $ 9 | $ 3 | $ 6 | $ 1 | $ 0 | $ 1 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 1,796 | 0 | 1,796 | $ 0 | $ 0 | |||||||||||||||||||
Exercise of stock options (in shares) | 298,579 | 0 | ||||||||||||||||||||||
Exercise of stock options | 126 | 0 | 126 | $ 0 | $ 0 | |||||||||||||||||||
Vesting of restricted stock units | 0 | 0 | 0 | $ 0 | $ 0 | |||||||||||||||||||
Vesting of restricted stock units (shares) | 36,141 | 0 | ||||||||||||||||||||||
Net loss | 0 | (18,231) | (18,231) | $ 0 | $ 0 | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 89,953,439 | 89,953,439 | 8,196,622 | 8,196,622 | ||||||||||||||||||||
Ending balance (in shares) (Adjustment from adoption of ASC 606 [Member]) at Dec. 31, 2018 | 0 | 0 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2018 | 141,065 | $ 141,065 | (106,955) | $ (105,047) | 34,120 | $ 36,028 | $ 9 | $ 9 | $ 1 | $ 1 | ||||||||||||||
Ending balance (Adjustment from adoption of ASC 606 [Member]) at Dec. 31, 2018 | $ 0 | $ 1,908 | $ 1,908 | $ 0 | $ 0 | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 68,382,882 | (68,382,882) | |||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 0 | $ 150,358 | $ (150,358) | 11,933 | 132,371 | (145,830) | 17,980 | (133,892) | 150,358 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 0 | 2,114 | 2,114 | 0 | $ 0 | $ 0 | ||||||||||||||||||
Exercise of stock options (in shares) | 1,467,432 | 0 | ||||||||||||||||||||||
Exercise of stock options | 0 | 1,127 | 0 | 1,127 | $ 0 | $ 0 | ||||||||||||||||||
Net loss | $ 0 | 0 | (22,803) | (22,803) | $ 0 | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 91,420,871 | 8,196,622 | |||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 0 | 144,306 | (127,850) | 16,466 | $ 9 | $ 1 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | $ 0 | 481 | 0 | 481 | ||||||||||||||||||||
Exercise of stock options (in shares) | 0 | |||||||||||||||||||||||
Exercise of stock options | $ 0 | 123 | 0 | 123 | ||||||||||||||||||||
Net loss | $ 0 | 0 | (7,097) | (7,097) | ||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | $ 0 | 144,910 | (134,947) | 9,973 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 68,382,882 | (68,382,882) | |||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 150,358 | $ (150,358) | 11,933 | 132,371 | (145,830) | 17,980 | (133,892) | 150,358 | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 68,382,882 | (68,382,882) | |||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | $ 159,028 | $ (159,028) | $ 16,301 | $ 132,376 | $ (171,527) | $ 26,650 | $ (155,223) | $ 159,033 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 91,420,871 | 8,196,622 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | 144,306 | (127,850) | 16,466 | $ 9 | $ 1 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 0 | 3,063 | 0 | 3,063 | $ 0 | $ 0 | ||||||||||||||||||
Exercise of stock options (in shares) | 1,339,607 | 0 | ||||||||||||||||||||||
Exercise of stock options | 0 | 1,308 | 0 | 1,308 | $ 0 | $ 0 | ||||||||||||||||||
Net loss | $ 0 | 0 | (17,027) | (17,027) | $ 0 | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 92,760,478 | 8,196,622 | |||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 0 | 148,677 | (144,877) | 3,810 | $ 9 | $ 1 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | $ 0 | 8,826 | 0 | 8,826 | ||||||||||||||||||||
Exercise of stock options (in shares) | 0 | |||||||||||||||||||||||
Exercise of stock options | $ 0 | 2,032 | 0 | 2,032 | ||||||||||||||||||||
Net loss | $ 0 | 0 | (22,794) | (22,794) | ||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 0 | $ 495,165 | $ (167,671) | $ 327,510 |
Statements of Cash Flows (FY)
Statements of Cash Flows (FY) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | |||
Net loss | $ (17,027) | $ (22,803) | $ (18,231) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,624 | 5,881 | 6,040 |
Provision for bad debts | 61 | 114 | 61 |
Amortization of debt discount | 278 | 94 | 92 |
Stock-based compensation expense | 3,063 | 2,114 | 1,796 |
Change in fair value of contingent consideration liability | (406) | 0 | 0 |
Change in fair value of warrants liability | 926 | 12 | 54 |
Deferred income taxes | 196 | 192 | 52 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,413) | (4,783) | (2,623) |
Prepaid expenses | 407 | (1,321) | (336) |
Other assets (current and non-current) | (4,028) | (333) | (27) |
Accounts payable | (1,656) | 1,765 | 632 |
Accrued expenses | 11,962 | 6,868 | 741 |
Deferred revenue | 4,688 | 6,005 | 4,399 |
Deferred implementation, commissions and other costs | (756) | (1,464) | (872) |
Other liabilities (current and non-current) | (136) | 384 | 1,933 |
Net cash used in operating activities | (217) | (7,275) | (6,289) |
Investing activities: | |||
Purchase of businesses | 0 | (6,335) | (16,278) |
Capitalized Software Development | (578) | (899) | (1,124) |
Purchases of property and equipment | (1,178) | (3,418) | (6,812) |
Net cash provided by (used in) investing activities | (1,756) | (10,652) | (24,214) |
Financing activities: | |||
Issuance of long-term debt | 45,000 | 0 | (25) |
Financing costs paid upon issuance of long-term debt | (1,446) | 0 | 0 |
Proceeds from line of credit | 6,000 | 24,750 | 1,000 |
Repayments of line of credit | (6,000) | (3,000) | 0 |
Payments on long-term debt | (28,921) | (3,333) | (833) |
Payments on capital lease obligations | (261) | (276) | (536) |
Proceeds from exercise of stock options | 1,308 | 1,127 | 126 |
Payments of deferred purchase consideration | (524) | 0 | (650) |
Settlement of contingent consideration liabilities | 0 | 0 | (225) |
Net cash provided by (used in) financing activities | 15,156 | 19,268 | (1,143) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 13,183 | 1,341 | (31,646) |
Cash - Beginning | 4,736 | 3,395 | 35,041 |
Cash - Ending | 17,919 | 4,736 | 3,395 |
Reconciliation of cash, cash equivalents, and restricted cash to the balance sheets | |||
Cash and cash equivalents | 14,642 | 4,736 | 3,395 |
Restricted cash | 3,277 | 0 | 0 |
Cash - Ending | 17,919 | 4,736 | 3,395 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 4,238 | 1,266 | 646 |
Cash paid for income taxes | (41) | 3 | 9 |
Noncash Investing & Financing Activities: | |||
Fixed assets purchased under capital lease obligation | 6 | 210 | 130 |
Leasehold improvement incentive recorded as property and equipment and other long-term liability | 0 | 0 | 5,792 |
Contingent consideration for purchase of business | 0 | 1,066 | 0 |
Deferred purchase consideration | $ 0 | $ 1,131 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Q1) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 261,013 | $ 14,642 |
Restricted cash | 2,914 | 3,277 |
Short-term investments | 25,000 | 0 |
Customer funds | 21,185 | 20,924 |
Accounts receivable, net of allowance for doubtful accounts of $227 and $409, respectively | 26,699 | 23,009 |
Prepaid expenses | 6,343 | 2,961 |
Deferred implementation, commission and other costs, current | 4,712 | 4,718 |
Other current assets | 1,029 | 831 |
Total current assets | 348,895 | 70,362 |
Property and equipment, net of accumulated depreciation of $16,371 and $15,568, respectively | 16,380 | 16,650 |
Goodwill | 36,956 | 36,956 |
Intangible assets, net | 8,978 | 9,534 |
Deferred implementation and commission costs, non-current | 8,551 | 8,677 |
Other assets | 2,437 | 5,361 |
Total assets | 422,197 | 147,540 |
Current liabilities: | ||
Customer funds payable | 21,194 | 20,924 |
Current portion of debt and capital lease obligations, net of deferred financing costs | 170 | 380 |
Accounts payable | 2,314 | 1,646 |
Accrued expenses and other | 24,160 | 26,341 |
Deferred revenue | 11,311 | 14,895 |
Other current liabilities | 608 | 906 |
Total current liabilities | 59,757 | 65,092 |
Long-term debt and capital lease obligations, net of current portion and deferred financing costs | 42 | 43,295 |
Customer postage deposits | 10,410 | 10,418 |
Deferred revenue, net of current portion | 15,841 | 14,861 |
Deferred taxes | 859 | 768 |
Other long-term liabilities | 7,778 | 9,296 |
Total liabilities | 94,687 | 143,730 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized; no shares | 0 | 0 |
Additional paid-in capital | 495,165 | 148,677 |
Accumulated deficit | (167,671) | (144,877) |
Total stockholders' equity | 327,510 | 3,810 |
Total liabilities and stockholders' equity | 422,197 | 147,540 |
Common Class I | ||
Stockholders' equity: | ||
Common Stock | 15 | 9 |
Common Class 2 | ||
Stockholders' equity: | ||
Common Stock | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Q1) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 280 | $ 227 | $ 409 | |
Accumulated depreciation and amortization | $ 16,371 | $ 15,568 | $ 12,170 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 145,266,108 | |||
Common Class I | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 538,000,000 | 538,000,000 | ||
Common stock, shares issued (in shares) | 149,315,319 | 92,760,478 | ||
Common stock, shares outstanding (in shares) | 149,315,319 | 138,728,373 | 91,420,868 | |
Common Class 2 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 27,000,000 | 27,000,000 | ||
Common stock, shares issued (in shares) | 7,251,307 | 8,196,622 | ||
Common stock, shares outstanding (in shares) | 7,251,307 | 6,537,735 | 8,196,622 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Q1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||||
Subscription, transaction and services | $ 33,119 | $ 24,524 | $ 108,569 | $ 96,460 | $ 79,571 |
Reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total revenues | 41,936 | 34,145 | 145,685 | 136,468 | 120,515 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services revenue | 9,253 | 7,890 | 32,531 | 32,015 | 26,567 |
Cost of reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total cost of revenues, excluding depreciation and amortization | 18,070 | 17,511 | 69,647 | 72,023 | 67,511 |
Operating expenses: | |||||
Research and development | 10,993 | 9,384 | 36,468 | 34,285 | 23,606 |
Sales and marketing | 8,936 | 6,422 | 23,420 | 22,098 | 21,677 |
General and administrative | 12,450 | 5,248 | 22,188 | 23,297 | 18,743 |
Depreciation and amortization | 1,360 | 1,411 | 5,624 | 5,881 | 6,040 |
Total operating expenses | 33,739 | 22,465 | 87,700 | 85,561 | 70,066 |
Loss from operations | (9,873) | (5,831) | (11,662) | (21,116) | (17,062) |
Other income (expense): | |||||
Interest income | 103 | 16 | 18 | 1 | 136 |
Interest expense and loss on extinguishment of debt | (2,942) | (1,183) | (4,661) | (1,507) | (814) |
Change in fair value of financial instruments and other income | (9,990) | (19) | (518) | (21) | (422) |
Total other expense | (12,829) | (1,186) | (5,161) | (1,527) | (1,100) |
Loss before income taxes | (22,702) | (7,017) | (16,823) | (22,643) | (18,162) |
Provision for income taxes | (92) | (80) | (204) | (160) | (69) |
Net (loss) income | (22,794) | (7,097) | (17,027) | (22,803) | (18,231) |
Comprehensive loss | $ (22,794) | $ (7,097) | $ (17,027) | $ (22,803) | $ (18,231) |
Net loss per share attributable to common stockholders | |||||
Basic (in dollars per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Diluted (in dollars per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Weighted average number of shares used to compute net loss per share attributable to common stockholders | |||||
Weighted average number of shares used to compute net loss per share attributable to common stockholders, basic (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Weighted average number of shares used to compute net loss per share attributable to common stockholders, diluted (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) (Q1) - USD ($) $ in Thousands | Total | Common Class I | Common Class 2 | Previously Reported | Revision of Prior Period, Adjustment | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member]Previously ReportedRedeemable Convertible Preferred Stock [Member] | Preferred Stock [Member]Revision of Prior Period, AdjustmentRedeemable Convertible Preferred Stock [Member] | Common StockCommon Class I | Common StockCommon Class 2 | Common StockPreviously ReportedCommon Class I | Common StockPreviously ReportedCommon Class 2 | Common StockRevision of Prior Period, AdjustmentCommon Class I | Common StockRevision of Prior Period, AdjustmentCommon Class 2 | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated DeficitRevision of Prior Period, Adjustment |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 68,382,882 | (68,382,882) | |||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 0 | $ 132,378 | $ (132,378) | |||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ 50,429 | $ (81,949) | $ 132,378 | $ 139,143 | $ 6,772 | $ 132,371 | $ (88,724) | $ (88,724) | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 1,796 | 1,796 | 0 | |||||||||||||||||
Exercise of stock options | 126 | 126 | 0 | |||||||||||||||||
Net loss | (18,231) | 0 | (18,231) | |||||||||||||||||
Ending balance at Dec. 31, 2018 | 34,120 | 141,065 | (106,955) | |||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 0 | |||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 0 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 0 | 0 | 2,114 | 2,114 | ||||||||||||||||
Exercise of stock options | 1,127 | 0 | 1,127 | 0 | ||||||||||||||||
Net loss | (22,803) | $ 0 | 0 | (22,803) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | 91,420,870 | 8,196,623 | |||||||||||||||||
Ending balance at Dec. 31, 2019 | 16,466 | $ 0 | $ 9 | $ 1 | 144,306 | (127,850) | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 68,382,882 | (68,382,882) | 31,234,610 | 0 | 60,186,260 | 8,196,623 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (133,892) | 150,358 | $ 0 | $ 150,358 | $ (150,358) | $ 3 | $ 0 | $ 6 | $ 1 | 11,933 | 132,371 | (145,830) | 17,980 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 481 | $ 0 | $ 0 | $ 0 | 481 | 0 | ||||||||||||||
Exercise of stock options (shares) | 0 | 232,761 | 0 | |||||||||||||||||
Exercise of stock options | 123 | $ 0 | $ 0 | $ 0 | 123 | 0 | ||||||||||||||
Net loss | (7,097) | $ 0 | $ 0 | $ 0 | 0 | (7,097) | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | 91,653,631 | 8,196,623 | |||||||||||||||||
Ending balance at Mar. 31, 2020 | 9,973 | $ 0 | $ 9 | $ 1 | 144,910 | (134,947) | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 68,382,882 | (68,382,882) | 31,234,610 | 0 | 60,186,260 | 8,196,623 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (133,892) | 150,358 | $ 0 | $ 150,358 | $ (150,358) | $ 3 | $ 0 | $ 6 | $ 1 | 11,933 | 132,371 | (145,830) | 17,980 | |||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 91,420,870 | 8,196,623 | |||||||||||||||||
Beginning balance at Dec. 31, 2019 | 16,466 | $ 0 | $ 9 | $ 1 | 144,306 | (127,850) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 3,063 | 0 | 3,063 | 0 | ||||||||||||||||
Exercise of stock options | 1,308 | 0 | 1,308 | 0 | ||||||||||||||||
Net loss | (17,027) | $ 0 | 0 | (17,027) | ||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 91,420,868 | 8,196,622 | 0 | 92,760,478 | 8,196,622 | |||||||||||||||
Ending balance at Dec. 31, 2020 | 3,810 | $ 0 | $ 9 | $ 1 | 148,677 | (144,877) | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 68,382,882 | (68,382,882) | 32,574,218 | 0 | 60,186,260 | 8,196,622 | |||||||||||||
Beginning balance at Dec. 31, 2020 | $ (155,223) | $ 159,033 | $ 0 | $ 159,028 | $ (159,028) | $ 3 | $ 0 | $ 6 | $ 1 | $ 16,301 | $ 132,376 | $ (171,527) | $ 26,650 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Reverse recapitalization and PIPE Financing (Note 4) (shares) | 0 | 44,522,375 | (1,658,887) | |||||||||||||||||
Reverse recapitalization and PIPE Financing (Note 4) | 329,622 | $ 0 | $ 5 | $ 0 | 329,617 | 0 | ||||||||||||||
Fair value of earnout share liabilities (Note 4) | $ (230,995) | $ 0 | $ 0 | $ 0 | (230,995) | 0 | ||||||||||||||
Issuance and vesting of earnout shares at fair value (shares) | 10,917,736 | 0 | 10,204,164 | 713,572 | ||||||||||||||||
Issuance and vesting of earnout shares at fair value (Note 4) | $ 237,009 | $ 0 | $ 1 | $ 0 | 237,008 | 0 | ||||||||||||||
Stock-based compensation from option and restricted stock unit grants | 8,826 | $ 0 | $ 0 | $ 0 | 8,826 | 0 | ||||||||||||||
Exercise of stock options (shares) | 0 | 1,828,302 | 0 | |||||||||||||||||
Exercise of stock options | 2,032 | $ 0 | $ 0 | $ 0 | 2,032 | 0 | ||||||||||||||
Net loss | (22,794) | $ 0 | $ 0 | $ 0 | 0 | (22,794) | ||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 149,315,319 | 7,251,307 | 0 | 149,315,319 | 7,251,307 | |||||||||||||||
Ending balance at Mar. 31, 2021 | $ 327,510 | $ 0 | $ 15 | $ 1 | $ 495,165 | $ (167,671) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Reverse recapitalization and PIPE Financing (Note 4) (shares) | 41,492,122 | |||||||||||||||||||
Ending balance (in shares) at Jan. 12, 2021 | 145,266,108 | 138,728,373 | 6,537,735 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Q1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities: | ||
Net loss | $ (22,794) | $ (7,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,360 | 1,411 |
Provision for bad debts | 54 | 16 |
Loss on extinguishment of debt and amortization of debt discount | 2,799 | 105 |
Stock-based compensation expense | 8,826 | 481 |
Change in fair value of earnout and contingent consideration liabilities | 9,995 | 0 |
Deferred income taxes | 92 | 80 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,743) | (325) |
Prepaid expenses | (3,382) | (752) |
Other assets (current and non-current) | 1,512 | (27) |
Accounts payable | 668 | (1,001) |
Accrued expenses | (2,730) | (2,569) |
Deferred revenue | (2,604) | 799 |
Deferred implementation, commissions and other costs | 132 | (27) |
Other liabilities (current and non-current) | (102) | 45 |
Net cash used in operating activities | (9,917) | (8,861) |
Investing activities: | ||
Purchases of short-term investments | (25,000) | 0 |
Capitalized software development | (115) | (236) |
Purchases of property and equipment | (388) | (629) |
Net cash provided by (used in) investing activities | (25,503) | (865) |
Financing activities: | ||
Issuance of long-term debt | 0 | 45,000 |
Financing costs paid upon issuance of long-term debt | 0 | (1,446) |
Proceeds from line of credit | 0 | 3,000 |
Payments on long-term debt | (44,663) | (28,583) |
Payments on capital lease obligations | (65) | (68) |
Proceeds from exercise of stock options | 2,032 | 123 |
Business combination and PIPE financing | 349,902 | 0 |
Payments of equity issuance costs | (20,200) | 0 |
Debt extinguishment costs | (1,565) | 0 |
Cash paid to satisfy tax withholding on net share issuance | (4,013) | 0 |
Net cash provided by (used in) financing activities | 281,428 | 18,026 |
Net increase in cash and cash equivalents and restricted cash | 246,008 | 8,300 |
Cash - Beginning | 17,919 | 4,736 |
Cash - Ending | 263,927 | 13,036 |
Cash and cash equivalents | 261,013 | 9,761 |
Restricted cash | 2,914 | 3,275 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 133 | 1,071 |
Noncash Investing & Financing Activities: | ||
Reclassification of Series C preferred stock warrant liability to equity in connection with Business Combination | 1,433 | 0 |
Net assets acquired in Business Combination and other | 255 | 0 |
Deferred and accrued equity issuance costs in other assets and accrued expenses charged to additional paid-in-capital | 1,888 | 0 |
Issuance and vesting of earnout shares at fair value | $ 237,008 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business (FY) | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business BTRS Holdings Inc., formerly known as Factor Systems, Inc., (“Legacy Billtrust”) utilizing the trade name Billtrust (the “Company” or “Billtrust”), was incorporated on September 4, 2001 in the State of Delaware and maintains its headquarters in Lawrenceville, New Jersey, with additional offices or print facilities in Colorado, Illinois and California. See the section below regarding the business combination and name change of the Company. The Company provides a comprehensive suite of order to cash software as a service (“SaaS”) solutions with integrated payments, including credit and collections, invoice presentment and cash application services to its customers primarily based in North America, but with global operations. In addition, Billtrust founded the business payments network (“BPN”) in partnership with VISA which combines remittance data with B2B payments and facilitates straight-through processing. Billtrust serves businesses across both business-to-business and business-to-consumer segments. The Company offers the following platforms and solutions to its customers, in addition to professional services related to each: (i) Credit Management modules include credit scoring and management as well as automated credit applications. (ii) Order/E-commerce module provides B2B wholesale distributors with robust e-commerce capabilities. Billtrust’s offering delivers an optimized and personalized configuration, ordering and payment experience. (iii) Invoicing presentment module enables its customers to optimize invoice delivery across all distribution channels. Billtrust’s module ingests invoice data from myriad ERP systems and presents invoices in ways that reflect customer needs and preferences. The solution includes customer-branded electronic invoice presentment portals, electronic invoices, email billing, automated entry into AP portals via direct integration and leveraging robotic process automation (“RPA”), and highly efficient print and physical delivery ensuring rapid and cost efficient presentment and delivery. (iv) Payments capabilities enable customers to facilitate payments at every possible touchpoint across its solution set. Various payment types, including ACH, credit, wire, check and cash can be accepted and automatically captured and enriched with relevant remittance data across the platform and via our BPN. (v) Cash Application - enables application of cash from invoices via line item reconciliation within accounting and ERP systems. Billtrust’s automated offering consumes payment and remittance data across inbound channels including lockboxes, mail, email, portal posting, hosted payment page intake and via direct and manual feeds. (vi) Collections - integrated accounts receivable collections workflow management system for customers and employees that enables customers to shift to a strategic customer touchpoint-centric operation, preventing payment delays and driving positive customer experiences. It supports management of disputes and deductions when discrepancies in services invoiced and services delivered occur between businesses. The solution delivers process efficiency and increases financial recoveries by automating workflows and providing clear visibility across relevant data points and actions taken. Business Combination Agreement On October 18, 2020, as amended December 13, 2020, South Mountain Merger Corp., a Delaware corporation (“South Mountain”), BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mountain (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of South Mountain (“Second Merger Sub”) and the Company (“Billtrust”), entered into a Business Combination Agreement (the “BCA”), pursuant to which (i) First Merger Sub will be merged with and into Billtrust (the “First Merger”), with Billtrust surviving the First Merger as a wholly owned subsidiary of South Mountain (the “Surviving Corporation”) and (ii) as soon as reasonably practical after consummation of the First Merger, but no later than ten (10) days following consummation of the First Merger, the Surviving Corporation will be merged with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of South Mountain (such Mergers, collectively with the other transactions described in the BCA, the “Business Combination”). In connection with the execution of the BCA, on October 18, 2020, South Mountain entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to purchase, and South Mountain has agreed to sell to the PIPE Investors, an aggregate of 20,000,000 shares of South Mountain Class A Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $200 million, in a private placement (the “PIPE Financing”). As noted in Note 15, the Business Combination and PIPE Financing closed on January 12, 2021 (the “Closing”). The Business Combination will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States. Under this method of accounting, South Mountain will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Billtrust will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Billtrust (i.e., a capital transaction involving the issuance of stock by South Mountain for the stock of Billtrust). Accordingly, the assets, liabilities and results of operations of Billtrust will become the historical financial statements of “New Billtrust”, which was renamed BTRS Holdings Inc. on January 12, 2021, and South Mountain’s assets, liabilities and results of operations will be consolidated with Billtrust beginning on the acquisition date. Retroactive Adjustments Related to Reverse Recapitalization On May 14, 2021, the Company filed its Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission (“SEC”) for the three months ended March 31, 2021 and 2020, with such interim financial statements reflecting the reverse recapitalization of Billtrust (as described in the in BCA section above) as if it had occurred as of the beginning of each period presented. Immediately prior to the Closing, each issued and outstanding share of Legacy Billtrust redeemable convertible preferred stock converted into equal shares of Legacy Billtrust common stock. At Closing, each stockholder of Legacy Billtrust received 7.2282662 shares (the “Exchange Ratio”) of the Company’s Class 1 common stock, for each share of Legacy Billtrust common stock that such stockholder owned, except for one investor who requested to receive shares of Class 2 common stock, which is the same in all respects as Class 1 common stock except it does not have voting rights. As a result of the requirement to include the audited annual financial statements in the Company’s Form S-1, as well as the fact that the Company’s Form 10-Q filed in May 2021 reflects the retroactive adjustments associated with the merger transaction pursuant to the BCA, in conformity with accounting principles generally accepted in the United States, the Company has retroactively adjusted its annual financial statements and related notes thereto, as of for the years ended December 31, 2020, 2019, and 2018 to reflect the aforementioned reverse recapitalization as follows: • Within the Balance Sheets, redeemable convertible preferred stock in mezzanine equity was converted into Class 1 and 2 common stock and classified in permanent equity. • The Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit were renamed the Statements of Stockholders' Equity. • Within the Statements of Stockholders' Equity: • Redeemable convertible preferred stock, common stock, share activity, and per share amounts were converted to Class 1 and 2 common stock using the Exchange Ratio. • Preferred stock dividends and accretion of preferred stock to redemption value for the years ended December 31, 2020, 2019, and 2018 in the amounts of $8,670, $8,682, and $9,298, respectively, have been reclassified from redeemable convertible preferred stock to accumulated deficit. • Within the Statements of Operations and Comprehensive Loss, net loss per share and the weighted average number of shares used to compute net loss per share were adjusted based on the converted number of Class 1 and 2 common shares. • Within the Notes to Financial Statements: • The exercise price within the Warrants paragraph of Note 2. Significant Accounting Policies Note 5. Fair Value Measurements • Note 9. Redeemable Preferred Stock and Stockholders’ Equity • All stock options and related per share amounts in Note 9. Incentive Compensation Plans • All per share and share amounts in Note 8. Current and Long-Term Debt and Capital Lease Obligations Note 14. Loss per Share • Note 15. Subsequent Events Except as otherwise noted above, the financial statements and related notes included herein have not been adjusted from the financial statements and related notes included in Amendment No. 1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on March 24, 2021. |
Significant Accounting Policies
Significant Accounting Policies (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | ||
Significant Accounting Policies | 2. Summary of Significant Accounting Policies Significant Accounting Policies Billtrust’s significant accounting policies are discussed in the audited financial statements included in the Company’s Form 8-K/A filed with the Securities and Exchange Commission (“SEC”) on March 24, 2021. Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed below to reflect this election. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”) and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements for periods ended prior to January 12, 2021 reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by US GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results to be expected for the full fiscal year or any other period. COVID-19 In March 2020, the United States (U.S.) declared a State of National Emergency due to the COVID-19 outbreak. In addition, many jurisdictions in the U.S. have limited, and are considering to further limit, social mobility and gathering. Many business establishments have closed due to restrictions imposed by the government and many governmental authorities have closed most public establishments. Some of our customers have been, and may continue to be, negatively impacted by the shelter-in-place and other similar state and local orders, the closure of manufacturing sites and country borders, and the increase in unemployment. The COVID-19 pandemic has caused us to modify our business practices (including employee travel and cancellation of physical participation in meetings, events and conferences), all of our employees are currently working remotely, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners, and customers. The extent of this business disruption on our operational and financial performance will depend on these developments and the duration and spread of the outbreak, all of which are uncertain and cannot be predicted. The Company has previously implemented certain cost savings measures, some of which have ended and others are continuing, such as restricted travel and reduced discretionary spend in certain areas and will continue to monitor and adjust accordingly. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, technical corrections to tax depreciation methods for qualified improvement property, and appropriate of funds for the SBA Paycheck Protection Program. The Company, through its outsourced payroll provider, has elected to defer employer side social security payments effective as of April 2020, and expects to pay in the next year, the amount due for 2020 of approximately $2,309, which is included in Accrued Expenses and Other in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. We continue to assess the impact that COVID-19 may have on our business. Although we saw a decline in certain transaction revenues during the second quarter of 2020, we are unable to determine the ultimate impact that the CARES Act, and/or COVID-19 will have on our future financial condition, results of operations, or liquidity. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Revenue Recognition The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for the three months ended March 31, 2021 and 2020: 2021 2020 Subscription and transaction fees $ 30,183 $ 23,125 Services and other 2,936 1,399 Subscription, transaction and services $ 33,119 $ 24,524 Subscription and Transaction Fee Revenue Subscription and transaction fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront Implement services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Reimbursable costs The Company records reimbursable costs, consisting of postage on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of March 31, 2021 and December 31, 2020 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2018 and 2019; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer. Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. The Company capitalized commission costs of $712 and amortized $747 to sales and marketing expense in the accompanying statements of operations during the three months ended March 31, 2021, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of March 31, 2021 and December 31, 2020 the Company had approximately $2,490 and $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, $5,139 and $5,233 of noncurrent deferred commissions for amounts expected to be recognized thereafter. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At March 31, 2021 and December 31, 2020, the Company’s cash equivalents consisted primarily of money market funds. Short-term investments The Company’s investments at March 31, 2021 consist of certificates of deposit with a financial institution, with a maturity date of twenty four months or less at the time of purchase. Management determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity, with related amortization is included in interest income, although no such amounts were held for the period ended March 31, 2021. Interest on securities classified as held-to-maturity is included in interest income. Investments are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates an investment for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new costs basis in the investment is established. The Company uses the specific identification method to determine the cost basis of securities sold. The carrying value of these instruments approximates their fair value. Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to three days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is reflected as customer funds payable in the accompanying Balance Sheets. Customer Postage Deposits The Company requires its customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability in the accompanying Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. Accrued Expenses and Other Accrued expenses includes items such as vendor invoices which have not been received as well as other payroll, bonus and related items, which are expected to be paid in the subsequent twelve months. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $2,845 were accrued and deferred as of December 31, 2020 and consisted principally of professional, printing, filing, regulatory and other costs that were charged to additional paid-in capital upon completion of the business combination. Recent Accounting Pronouncements Accounting pronouncements issued and adopted In November 2019, the Financial Accounting Standards Board (“FASB”) Issued ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, the amount that will be recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment award. As an emerging growth company, ASU 2019-08 may be adopted by the Company effective in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020; however, early adoption is permitted. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The new guidance was adopted by the Company effective January 1, 2021 and did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for years beginning after December 15, 2020. The new guidance was adopted by the Company effective January 1, 2021 and did not impact its consolidated financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year, thus the Company expects to adopt this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023, and will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, although it may be required to adopt this guidance effective for the year ended December 31, 2020. The Company is in the process of evaluating the impact that the pronouncement will have on its consolidated financial statements. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the its consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim period beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. | 2. Significant Accounting Policies The following is a summary of significant accounting policies used in the preparation of the accompanying financial statements. Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed below to reflect this election. Liquidity For the year ended December 31, 2020, the Company incurred a net loss of $(17,027) and used cash in operations of $(217). As of December 31, 2020, the Company had cash of $14,642 and an accumulated deficit of $(144,877). During 2020, the Company refinanced its existing Credit Agreement with third party lenders in a new Financing Agreement consisting of a $45 million term loan and the ability to borrow an additional $27.5 million with a maturity date in January 2025. Based on the Company’s business plan, existing cash resources, and the business combination that closed in January 2021 (Note 15), the Company expects to satisfy its working capital requirements for at least the next 12 months after the date that these financial statements are issued. Basis of Presentation The preparation of the financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”). The accompanying financial statements reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. COVID-19 In March 2020, the United States (U.S.) declared a State of National Emergency due to the COVID-19 outbreak. In addition, many jurisdictions in the U.S. have limited, and are considering to further limit, social mobility and gathering. Many business establishments have closed due to restrictions imposed by the government and many governmental authorities have closed most public establishments. Some of our customers have been, and may continue to be, negatively impacted by the shelter-in-place and other similar state and local orders, the closure of manufacturing sites and country borders, and the increase in unemployment. The COVID-19 pandemic has caused us to modify our business practices (including employee travel and cancellation of physical participation in meetings, events and conferences), all of our employees are currently working remotely, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners, and customers. The extent of this business disruption on our operational and financial performance will depend on these developments and the duration and spread of the outbreak, all of which are uncertain and cannot be predicted. The Company has implemented certain cost savings measures including lowering our fixed compensation costs, restricted travel spend, reduced discretionary events and purchases and will continue to monitor and adjust accordingly. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, technical corrections to tax depreciation methods for qualified improvement property, and appropriate of funds for the SBA Paycheck Protection Program. The Company, through its outsourced payroll provider, has elected to defer employer side social security payments effective as of April 2020, and expects to pay in 2021, the amount due for 2020 of approximately $2,309, which is included in Accrued Expenses and Other in the accompanying balance sheet as of December 31, 2020. We continue to assess the impact that COVID-19 may have on our business. Although we saw a decline in certain transaction revenues during the second quarter of 2020, we are unable to determine the impact that the CARES Act, and/or COVID-19 will have on our future financial condition, results of operations, or liquidity. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (FASB ASC Topic 606 or “ASC 606”), which supersedes the existing revenue recognition requirements under US GAAP and requires entities to recognize revenue when performance obligations have been satisfied by transferring control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. It also requires increased disclosures. In addition, ASU 2014-09 also includes subtopic ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers, (“ASC 340-40”), which provides guidance on accounting for certain revenue related costs including costs associated with obtaining and fulfilling a contract, discussed further below. On January 1, 2019, the Company adopted ASC 606 and ASC 340-40, applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Upon adoption, the Company selected the cumulative effect transition method, which had no impact on revenues, but did impact commissions expenses as further described below in the Deferred Commissions section. The Company recorded a net increase to opening retained earnings of approximately $1,908 as of January 1, 2019 due to the cumulative impact of adopting ASC 340-40 and a corresponding increase to the amount of prepaid commissions on the balance sheet. There was not a material impact to revenues for the year ended December 31, 2019 as a result of adopting ASC 606. The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for each year ended December 31: 2020 2019 2018 Subscription and transaction fees $ 99,609 $ 89,476 $ 74,725 Services and other 8,960 6,984 4,846 Subscription, transaction and services $ 108,569 $ 96,460 $ 79,571 Subscription and Transaction Fee Revenue Subscription and Transaction Fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. During 2019, the Company recognized other revenue of $1,200 related to a perpetual license granted to a customer for a one-time legacy software platform. Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront implementation services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Reimbursable costs The Company records reimbursable costs, consisting of postage, on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of December 31, 2020, 2019 and 2018 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2019 and 2020; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. The table below shows significant changes in the total current and long-term deferred revenue during the year ended December 31, 2020. Ending balance December 31, 2019 $ 25,068 Amounts invoiced but not recognized 54,837 Revenue recognized (50,149 ) Ending balance December 31, 2020 $ 29,756 Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Prior to the adoption of ASC 606 and the related ASC 340-40, commissions were generally expensed over the first year of services commencing with the date a customer’s recurring revenues were invoiced. Upon adoption of ASC 606, commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. Capitalized commission costs amortized to sales and marketing expense in the accompanying statements of operations and comprehensive loss during the years ended December 31, 2020 and 2019, was $2,111 and $1,700, respectively, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of December 31, 2020, the Company had approximately $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, and $5,233 of deferred commissions for amounts expected to be recognized thereafter. As of December 31, 2019, the Company had approximately $1,912 of current deferred commissions for amounts expected to be recognized in the next twelve months, and $4,594 of non-current deferred commissions costs for amounts expected to be recognized thereafter. Fair Value of Financial Instruments The Company utilizes fair value measurements when required. The carrying amounts of cash and cash equivalents, accounts receivable, net, other current assets, other assets, accounts payable, accrued expenses, other long term liabilities and other, and outstanding balances on the Company’s credit facility and related accrued interest expense approximate fair value as of December 31, 2020 and 2019 due to the short-term nature of those instruments. The fair value for the outstanding balances under the credit facility utilizes the interest rates the Company believes it could obtain for borrowings with similar terms. See Note 5 for a discussion of the determination of fair value for the reported amounts of the Company’s short-term investments and contingent consideration on acquisition. Warrants The Company accounts for warrants to acquire Series C preferred stock, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. These warrants are issued to a former lender related to a prior credit agreement, at an exercise price of $1.91 per share. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. The Company determined the value of warrants using a Black-Scholes pricing model. The fair value of the derivative liability amounted to $1,172 and $246 as of December 31, 2020 and 2019 respectively (see Note 8 and Note 15). The Company records the change in estimated fair value as non-cash adjustments within Other expense, net, in the Company’s accompanying Statements of Operations (see Note 5). Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At December 31, 2020 and 2019, the Company’s cash equivalents consisted primarily of money market funds. Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to 3 days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is reflected as customer funds payable in the accompanying Balance Sheets. Customer Postage Deposits The Company requires its customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability in the accompanying Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. For the years ended December 31, 2020, 2019 and 2018, there were no customers that individually accounted for 10% or greater of revenues or accounts receivable. Accounts Receivable, net The Company extends credit to its customers in the normal course of business. Trade accounts receivables are recorded at the invoice price. The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Bad debt is provided under the allowance method based on historical experience and management’s periodic evaluation of outstanding accounts receivable for each individual customer. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. Actual results could differ from these estimates. Receivables are charged against their respective allowance accounts when deemed to be uncollectible. Deferred Implementation and Other Costs For those arrangements in which implementation revenue is deferred and the Company determines that the direct costs of services are recoverable, such costs are deferred and subsequently expensed over the period the related implementation revenue is recognized, generally five years. For those arrangements for short term professional services statements of work (SOW’s) that are accounted for under contract accounting, the Company defers all direct costs allocable to the arrangement until the work is completed at which time the revenue and related expenses are recognized. Any losses would be recognized at the time such loss is known. All such amounts are included in the cost of subscription, transaction fees and services revenue in the accompanying statements of operations and comprehensive loss. Capitalized implementation costs amortized to cost of subscription, transaction and services expense in the accompanying statements of operations and comprehensive loss during the years ended December 31, 2020 and 2019, was $5,774 and $6,108, respectively. As of December 31, 2020, the Company had approximately $2,287 of current deferred implementation costs for amounts expected to be recognized in the next twelve months, and $3,444 of non-current deferred implementation costs for amounts expected to be recognized thereafter. As of December 31, 2019, the Company had approximately $2,839 of current deferred implementation costs for amounts expected to be recognized in the next twelve months, and $3,293 of non-current deferred implementation costs for amounts expected to be recognized thereafter. Inventory Inventory is comprised primarily of paper and envelope stocks. Inventories are stated at the lower of cost or net realizable value. Cost for substantially all of the Company’s inventories is determined on a specific identification or first-in, first-out basis. The Company periodically assesses the need for obsolescence provisions and determined that no obsolescence provision was necessary at December 31, 2020 and 2019. The inventory balance is included in other current assets in the accompanying Balance Sheets and amounted to $739 and $763 at December 31, 2020 and 2019, respectively. Property and Equipment, net Property and equipment are stated at cost, net of accumulated amortization and depreciation. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the related lease. Amortization of equipment held under capital leases is included in depreciation expense. The cost of additions and expenditures that extend the useful lives of existing assets are capitalized, while repairs and maintenance costs are charged to expense as incurred. Amortization and depreciation are recorded on a straight-line basis over the estimated useful lives or depreciation periods of the assets as follows: Assets held under capital leases – computer, print and mail equipment 3-5 years Computer, print and mail equipment 3-5 years Furniture and fixtures 3-15 years Software 3 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and definite lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives. There were no indicators of impairment of long-lived assets, including definite-lived intangible assets, for the years ended December 31, 2020, 2019 and 2018. Goodwill and Other Intangible Assets, net Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a purchase business combination. The Company accounts for its goodwill and other intangible assets under FASB ASC Topic 350 Intangibles - Goodwill and Other. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually as of October 1st of each year or whenever events or changes in circumstances indicate that the carrying value amount of these assets might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company has evaluated its acquired businesses and related operations in accordance with FASB ASC Topic 350, and has determined that such businesses constitute two reporting units. For the annual goodwill impairment, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to a reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. If the Company’s qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value. Besides goodwill, the Company has no other intangible assets with indefinite lives. During the Company’s annual impairment test of goodwill in 2020 and 2019, management performed a Step 0 qualitative assessment to determine whether it is more likely than not that the fair value of the reporting units are less than their carrying value. Based on this assessment the Company did not identify any indications of impairment, and no adverse events have occurred since the measurement date. Capitalized Software Development Costs The Company capitalizes certain development costs incurred in connection with software development for new products and services. Costs incurred in the preliminary stages of development are expensed as incurred. Once the software has reached the development stage, internal and external costs, if direct and incurred for adding incremental functionality to the Company’s platform, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. These software development costs are recorded as part of property and equipment. Capitalized software development costs are amortized on a straight-line basis to cost of revenues-subscription services over the technology’s estimated useful life, which is generally four years. During the years ended December 31, 2020 and 2019, the Company capitalized $578, and $899, respectively, in software development costs. The Company began amortizing a portion of software development costs associated with completion and use of a new product in 2019 and included approximately $415 and $128 in depreciation and amortization for the years ended December 31, 2020 and 2019, respectively. Costs incurred in the maintenance and minor upgrade and enhancement of the Company’s software platform without adding additional functionality are expensed as incurred. Accrued Expenses and Other Accrued expenses includes items for which vendor invoices have not been received, as well as accrued compensation (including commissions). For the year ended December 31, 2020, the Company had accrued expenses of $11,749, accrued compensation of $9,513, accrued professional services fees and other of $3,569 and accrued expenses associated with the Business Combination of $1,510, which are expected to be paid in the subsequent twelve months. For the year ended December 31, 2019 the Company had accrued expenses of $5,595, accrued compensation of $5,715 and accrued professional fees and other of $3,068. Business Combinations The Company applies the provisions of FASB ASC Topic 805, Business Combinations, in the accounting for its acquisitions. It requires the Company t |
Acquisitions (FY)
Acquisitions (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Acquisitions [Abstract] | ||
Acquisitions | 3. Contingent Consideration The Company records contingent consideration in the accompanying condensed consolidated balance sheets related to acquisitions that have future payments due after the closing date. The following table presents the changes in the Company’s contingent consideration liabilities for the three months ended March 31, 2021 and 2020: Ending Balance December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration — Ending Balance March 31, 2020 (current and long-term liabilities) $ 1,066 Ending Balance December 31, 2020 (current and long-term liabilities) $ 660 Fair value adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 | 3. Acquisitions Second Phase On April 12, 2019, the Company entered into an Asset Purchase Agreement with Second Phase, LLC (“Second Phase APA”) and paid cash consideration of $6,335, net of cash acquired, to purchase 100% of the assets and assume certain liabilities of a business known as Second Phase, a business based in Colorado. Second Phase operates a SaaS platform that delivers customer eCommerce and Product Information Management (PIM) solutions for businesses that enables them to create web based platforms and other tools for efficiently accepting customer orders and promoting their products, integrating with information in their existing ERP. The Company accounted for the acquisition of Second Phase using the acquisition method of accounting in accordance with ASC 805. The process for estimating the fair values of identifiable intangible assets and certain intangible assets requires the use of management judgment, significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs and timing consistent with those assumptions used by a market participant. The aggregate purchase price of $8,532 consisted of: (i) cash paid at closing in April 2019, net of amounts acquired, of $6,335. (ii) $1,131 of deferred purchase price in the form of an interest bearing note payable at a rate of 2.52% per annum to the sellers, payable in principal of $750 and $500 on the one year and two year anniversary of the acquisition date, respectively, as a source for the satisfaction of indemnification obligations owed to the Company. The year one holdback amount was subsequently reduced for the first payout by amount of the post-closing working capital adjustments of $225, and the net amount of $524 was paid in cash in April 2020. (iii) earnouts in each of the first three full years commencing May 1, 2019, based on meeting certain recurring revenue growth and profitability targets. These annual earnouts are subject to a minimum profitability threshold, as defined in the Second Phase APA, and pay out a percentage of the growth in recurring subscription revenue from the prior annual period, less the defined minimum profitability threshold. Additionally, the sellers were entitled to a new customer earnout for 2019 based on the cumulative monthly subscription value for new customer contracts signed during 2019. The earnouts were recorded at their fair value of $1,066, using a Monte-Carlo simulation methodology as of the acquisition date on the revenues and profitability metric, using risk adjusted growth rates and volatility of 9.6% for revenue and 33% for the profitability metric. In the final allocation of the purchase price, which is set forth below, the Company recognized $4,877 of goodwill which arose primarily from the synergies in its business and the assembled workforce. The goodwill is deductible for US income tax purposes. Second Phase’s operating results have been included in the Company’s operating results from and after the date of the acquisition. In connection with the Second Phase acquisition, the Company incurred $265 of acquisition related costs, which are included in general and administrative expenses in the 2019 Statement of Operations. The allocation of the Second Phase acquisition purchase price as of April 2019 was as follows: Other current assets $ 499 Property and equipment 30 Customer relationships 2,360 Technology 740 Non-compete agreements 720 Tradename 160 Goodwill 4,877 Other current liabilities (54 ) Deferred revenue liability (800 ) Total purchase price $ 8,532 The revenues and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s financial statements would not be material. Credit2B On April 19, 2018, the Company paid aggregate cash consideration of $16,500 to purchase the assets and assume certain liabilities of a business known as Credit2B, which provides technology for use by businesses for credit decisioning, credit scoring, credit monitoring and automated credit applications. The Company accounted for the acquisition of Credit2B using the acquisition method of accounting in accordance with ASC 805. The process for estimating the fair values of identifiable intangible assets and certain intangible assets requires the use of management judgment, significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs and timing consistent with those assumptions used by a market participant. The aggregate purchase price of $16,278 was paid in cash at closing in April 2018 (of which $825 was held in escrow for 12 months from the date of the acquisition as a source for the satisfaction of indemnification obligations owed to the Company, which was released in full to the seller in April 2019), net of working capital adjustments of $222 which were paid in November 2018. There were no earnouts or other contingent consideration involved in the transaction. In connection with the Credit2B acquisition, the Company incurred $116 of acquisition related costs, which are included in general and administrative expenses in the 2018 Statement of Operations. In the final allocation of the purchase price, which is set forth below, the Company recognized $13,714 of goodwill which arose primarily from the synergies in its business and the assembled workforce. The goodwill is deductible for US income tax purposes. Credit2B’s operating results have been included in the Company’s operating results from and after the date of the acquisition. The allocation of the Credit2B acquisition purchase price as of April 2018 was as follows: Other current assets $ 615 Property and equipment 56 Customer relationships 2,100 Technology 800 Non-compete agreements 710 Tradename 10 Goodwill 13,714 Other current liabilities (403 ) Deferred revenue liability (1,324 ) Total purchase price $ 16,278 Contingent Consideration The Company records contingent consideration in the accompanying Balance Sheets related to acquisitions that have future payments due after the closing date. The following table presents the changes in the Company’s contingent consideration liabilities for the years ended December 31, 2020 and 2019: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contracts with Customers [Abstract] | ||
Revenue from Contracts with Customers | 5. Revenue from Contracts with Customers Contract Balances The timing of revenue recognition, billings and collections may result in billed account receivables and customer advances and deposits (contract liabilities). The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 25% to 100% of total contract consideration upon signing and receipt of an invoice or within 30 days, depending upon the solution and negotiated terms. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The amount of revenue recognized during the three months ended March 31, 2021 and 2020 that were included in the deferred revenue balance at the beginning of the period was $6,665 and $1,300, respectively, including $2,470 related to the acceleration of previously paid and deferred revenue from a customer who terminated during the first quarter of 2021. Remaining Performance Obligations On March 31, 2021, the Company had approximately $30.5 million of remaining performance obligations that are unsatisfied (or partially unsatisfied), primarily from multi-year contracts for the Company’s services, which includes both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 96% of its remaining performance obligations as revenue in within the next 3 years, and the remainder thereafter. The Company applies the practical expedient and excludes a) information about remaining performance obligations that have an original expected duration of one year or less and b) transaction price allocated to unsatisfied performance obligations for which variable consideration is 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 the series guidance. | 4. Revenue from Contracts with Customers Contract Balances The timing of revenue recognition, billings and collections may result in billed account receivables and customer advances and deposits (contract liabilities). The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 25% to 100% of total contract consideration upon signing and receipt of an invoice or within 30 days, depending upon the solution and negotiated terms. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The amount of revenue recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period was $11.9 million. The amount of revenue recognized during the year ended December 31, 2019 that was included in the deferred revenue balance at the beginning of the period was $10.4 million. Remaining Performance Obligations On December 31, 2020, the Company had approximately $33.2 million of remaining performance obligations that are unsatisfied (or partially unsatisfied), primarily from multi-year contracts for the Company’s services, which includes both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 90% of its remaining performance obligations as revenue in within the next three years, and the remainder thereafter. The Company applies the practical expedient and excludes a) information about remaining performance obligations that have an original expected duration of one year or less and b) transaction price allocated to unsatisfied performance obligations for which variable consideration is 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 the series guidance. |
Fair Value Measurements (FY)
Fair Value Measurements (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3: Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of March 31, 2021 and December 31, 2020 : March 31, 2021 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 261,013 $ 261,013 $ — $ — Short-term investments 25,000 25,000 — — Restricted Cash 2,914 2,914 — — $ 288,927 $ 288,927 $ — $ — Liabilities: Contingent consideration (2) $ 370 $ — $ — $ 370 $ 370 $ — $ — $ 370 December 31, 2020 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 14,642 $ 14,642 $ — $ — Restricted Cash 3,277 3,277 — — $ 17,919 $ 17,919 $ — $ — Liabilities: Contingent consideration (2) $ 660 $ — $ — $ 660 Warrants to purchase Series C Preferred stock (3) 1,172 — — 1,172 $ 1,832 $ — $ — $ 1,832 (1) As of March 31, 2021 and December 31, 2020, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. (2) The Company’s business acquisition of Second Phase is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at March 31, 2021 was based on management’s expectations of the achievement of targets related to the contingent consideration. (3) As of December 31, 2020, the Company had outstanding warrants to purchase Series C stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $94.22; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. The warrants were exercised and subsequently converted to common stock as part of the Business Combination and are not outstanding as of March 31, 2021. Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the periods ended March 31, 2021 and December 31, 2020: Warrants Liability: Ending balance, December 31, 2020 $ 1,172 Change in fair value (1) 256 Exercise of Series C warrants (1,428 ) Ending balance, March 31, 2021 $ — Contingent Consideration: Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 Adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. | 5. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3: Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of December 31, 2020 and 2019: December 31, 2020 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 14,642 $ 14,642 $ — $ — Short-term investments — — — — Restricted Cash 3,277 3,277 — — $ 17,919 $ 17,919 $ — $ — Liabilities: Contingent consideration (2) $ 660 $ — $ — $ 660 Warrants to purchase Series C Preferred stock (3) 1,172 — — 1,172 $ 1,832 $ — $ — $ 1,832 December 31, 2019 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 4,736 $ 4,736 $ — $ — $ 4,736 $ 4,736 $ — $ — Liabilities: Contingent consideration (2) $ 1,066 $ — $ — $ 1,066 Warrants to purchase Series C Preferred stock (4) 246 — — 246 $ 1,312 $ — $ — $ 1,312 (1) As of December 31, 2020 and 2019, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. (2) The Company’s business acquisition of Second Phase (discussed in Note 3) is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at December 31, 2020 was based on management’s expectations of the achievement of targets related to the contingent consideration. (3) As of December 31, 2020, the Company had outstanding warrants to purchase Series C Preferred stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $13.03; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. (4) As of December 31, 2019, the fair value of the warrants to purchase Series C Preferred stock was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $3.81; term of 4.5 years; risk-free rate of 1.67%; volatility of 47%; and a dividend yield of 0.0%. Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the years ended December 31, 2020 and 2019: Warrants Liability: Ending balance, December 31, 2018 $ 234 Change in fair value (1) 12 Ending balance, December 31, 2019 $ 246 Change in fair value (1) 926 Ending balance, December 31, 2020 $ 1,172 Contingent Consideration: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets, net [Abstract] | ||
Goodwill and Intangible Assets, net | 7. Goodwill and Intangible Assets, net The following table represents the changes in goodwill: Ending balance, December 31, 2020 $ 36,956 Changes during the three months ended March 31, 2021 — Ending balance, March 31, 2021 $ 36,956 All of our goodwill is attributable to our Software and Payments segment as of March 31, 2021. The gross carrying value, accumulated amortization, and net carrying value of intangible assets as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (9,111 ) $ 7,239 Non-compete agreements 1,430 (702 ) 728 Trademarks and trade names 160 (53 ) 107 Technology 1,540 (636 ) 904 Total $ 19,480 $ (10,502 ) $ 8,978 December 31, 2020 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 1,460 (660 ) 800 Trademarks and trade names 160 (47 ) 113 Technology 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 Aggregate amortization expense for identified intangible assets with definite useful lives for the three months ended March 31, 2021 and 2020 amounted to $556 and $557, respectively, and are included in Depreciation and Amortization in the accompanying Statements of Operations and Comprehensive Loss. Estimated amortization expense for the next five years and thereafter as of March 31, 2021 is as follows: remainder of 2021 $ 1,269 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 8,978 | 6. Goodwill and Intangible Assets, net The following table represents the changes in goodwill: Ending balance, December 31, 2018 $ 32,079 Additions from acquisition 4,877 Ending balance, December 31, 2019 $ 36,956 The increase in the carrying amount of goodwill of $4,877 in 2019 was attributable to the acquisition of Second Phase. There carrying value of goodwill as of December 31, 2020 was unchanged from the prior year. All of our goodwill is attributable to our Software and Payments segment as of December 31, 2020 and 2019. The weighted average useful life, gross carrying value, accumulated amortization, and net carrying value of intangible assets as of December 31, 2020 and 2019 are as follows: December 31, 2020 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 12.2 years $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 5.0 years 1,460 (660 ) 800 Trademarks and trade names 6.0 years 160 (47 ) 113 Technology 6.0 years 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 December 31, 2019 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 11.4 years $ 21,340 $ (12,037 ) $ 9,303 Non-compete agreements 5.4 years 1,860 (768 ) 1,092 Trademarks and trade names 6.6 years 350 (210 ) 140 Technology 6.0 years 4,724 (3,499 ) 1,225 Total $ 28,274 $ (16,514 ) $ 11,760 Aggregate amortization expense for identified intangible assets with definite useful lives for the year ended December 31, 2020, 2019 and 2018 amounted to $2,226, $3,214 and $3,919, respectively, and are included in Depreciation and Amortization in the accompanying Statements of Operations and Comprehensive Loss. During 2020, amounts that were fully amortized were removed from the Company’s records resulting in no net impact to the Company’s financial statements. Estimated amortization expense for the next five years and thereafter as of December 31, 2020 is as follows: 2021 $ 1,825 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 9,534 |
Property and Equipment, net (FY
Property and Equipment, net (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, net [Abstract] | ||
Property and Equipment, net | 8. Property and Equipment, net Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Assets held under capital leases – computer, print and mail equipment and software $ 3,784 $ 3,752 Computer, print and mail equipment 8,293 7,998 Furniture and fixtures 4,073 4,073 Leasehold improvements 12,133 12,120 Software 1,437 1,437 Vehicles 115 115 Internal software development 2,759 2,644 Construction in progress 157 79 32,751 32,218 Less: accumulated depreciation and amortization (16,371 ) (15,568 ) Total $ 16,380 $ 16,650 Depreciation and amortization expense of property and equipment was $803 and $854 for the three months ended March 31, 2021 and 2020, respectively, and includes $60 and $75 relating to software and $60 and $66 relating to print equipment during the three months ended March 31, 2021 and 2020 respectively, for property and equipment used in the Company’s print facilities. Included in accumulated depreciation and amortization as of March 31, 2021 and December 31, 2020, respectively, is $3,576 and $3,519 related to assets held under capital leases, including amounts for equipment that was subsequently purchased at the end of the lease term. The Company had no write-offs or material disposals of fixed assets during three months ended March 31, 2021 and 2020. | 7. Property and Equipment, net Property and equipment, net consists of the following as of December 31 of each year: 2020 2019 Assets held under capital leases – computer, print and mail equipment and software $ 3,752 $ 3,746 Computer, print and mail equipment 7,998 7,043 Furniture and fixtures 4,073 4,040 Leasehold improvements 12,120 12,071 Software 1,437 1,349 Vehicles 115 115 Internal software development 2,644 2,067 Construction in progress 79 24 32,218 30,455 Less: accumulated depreciation and amortization (15,568 ) (12,170 ) Total $ 16,650 $ 18,285 Depreciation and amortization expense of property and equipment was $3,398, $2,667 and $2,122 in 2020, 2019 and 2018, respectively, and includes $305, $234 and $125 relating to software and $290, $182 and $249 relating to print equipment in 2020, 2019 and 2018 respectively, for property and equipment used in the Company’s print facilities. Included in accumulated depreciation and amortization as of December 31, 2020, 2019 and 2018, respectively, is $3,519, $3,183 and $2,854 related to assets held under capital leases, including amounts for equipment that was subsequently purchased at the end of the lease term. During 2019, the Company had write-offs of $165 of fully depreciated assets that were no longer in service. The Company had no write-offs or material disposals of fixed assets during 2020 and 2018. |
Current and Long-Term Debt and
Current and Long-Term Debt and Capital Lease Obligations (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Current and Long-Term Debt and Capital Lease Obligations [Abstract] | ||
Current and Long-Term Debt and Capital Lease Obligations | 9. Current and Long-Term Debt and Capital Lease Obligations Current and long-term debt and capital lease obligations consist of the following: March 31, 2021 December 31, 2020 Term Loan $ — $ 44,663 Unamortized debt issuance costs — (1,234 ) Revolving Facility Line of Credit — — Capital lease obligations 212 246 Subtotal 212 43,675 Less: current portion, net of unamortized debt issuance costs (170 ) (380 ) $ 42 $ 43,295 2020 Financing Agreement On January 17, 2020, the Company entered into a Financing Agreement with TPG Specialty Lending, Inc. (“TSL”) as administrative agent and lender and Wells Fargo Bank, N.A. (“Wells”, and with TSL, the “2020 Lenders”) for a $72.5 million facility, secured by substantially all the assets of the Company (the “2020 Financing Agreement”). In connection therewith, the outstanding Term Loan and Revolver under the PacWest Bank Credit Agreement of $28.3 million was paid in full along with related interest and all liens released. Existing Letters of Credit of $2,854 issued by PacWest Bank remained outstanding as of the date of the transaction and were collateralized by cash of $2,914 which will be treated as restricted cash until the underlying Letters of Credit are released. The 2020 Financing Agreement consisted of the following facilities, all of which mature on January 17, 2025 (“Maturity Date”): (i) an Initial Term Loan of $45.0 million, which was drawn at closing and used to pay off the PacWest Bank Credit agreement. Principal payments on the Initial Term Loan are due in equal installments of 0.25% of the initial principal amount commencing June 30, 2020 and on the last business day of each quarter thereafter, with the remaining amount due on the Maturity Date (ii) a Delayed Draw Term Loan (“DDTL”) of up to $20.0 million, which is available to draw in minimum increments through July 17, 2021, which after drawn, cannot be repaid without permanently reducing the amount available. (iii) a Revolving Commitment facility (“Revolver”) of $7.5 million, including a sub-limit of up to $4.0 million for issuing additional letters of credit. The Revolver may be repaid and re-borrowed until the Maturity Date. The Initial Term Loan and DDTL may be prepaid from time to time by the Company. Once an amount is prepaid, it may not be reborrowed except for the Revolver. Prepayments are subject to a premium on the principal amount repaid of 3.0% in the first 24 months (2.25% in months 13 through 24 if a change in control occurs, as defined); 1.0% in months 25 to 36, and 0% thereafter. Mandatory prepayments are required upon the occurrence of certain events, as defined in the 2020 Financing Agreement. In connection with the Business Combination, on January 12, 2021, the Company repaid the entire amount due under the Initial Term Loan, along with a prepayment penalty, and extinguished the 2020 Financing Agreement. In connection therewith, unamortized debt discount of $1,234 and a prepayment penalty and associated costs of $1,575 were recorded as loss on debt extinguishment in interest expense in the accompanying statements of operations and comprehensive loss. Capital Leases In current and prior years, the Company entered into several equipment leases to finance equipment purchases, under which $212 remained outstanding as of March 31, 2021. These have been accounted for as capital leases. | 8. Current and Long-Term Debt and Capital Lease Obligations Current and long-term debt and capital lease obligations consist of the following as of December 31 of each year: December 31, 2020 2019 Term Loan $ 44,663 $ 5,833 Unamortized debt issuance costs (1,234 ) (67 ) Revolving Facility Line of Credit — 22,750 Capital lease obligations 246 502 Subtotal 43,675 29,018 Less: current portion, net of unamortized debt issuance costs (380 ) (876 ) $ 43,295 $ 28,142 2020 Financing Agreement On January 17, 2020, the Company entered into a Financing Agreement with TPG Specialty Lending, Inc. (“TSL”) as administrative agent and lender and Wells Fargo Bank, N.A. (“Wells”, and with TSL, the “2020 Lenders”) for a $72.5 million facility, secured by substantially all the assets of the Company (the “2020 Financing Agreement”). In connection therewith, the outstanding Term Loan and Revolver under the PacWest Bank Credit Agreement of $28.3 million was paid in full along with related interest and all liens released. Existing Letters of Credit of $3,154 issued by PacWest Bank remained outstanding as of the date of the transaction and were collateralized by cash of $3,274 which will be treated as restricted cash until the underlying Letters of Credit are released. The 2020 Financing Agreement consisted of the following facilities, all of which mature on January 17, 2025 (“Maturity Date”): (i) an Initial Term Loan of $45.0 million, which was drawn at closing and used to pay off the PacWest Bank Credit agreement. Principal payments on the Initial Term Loan are due in equal installments of 0.25% of the initial principal amount commencing June 30, 2020 and on the last business day of each quarter thereafter, with the remaining amount due on the Maturity Date (ii) a Delayed Draw Term Loan (“DDTL”) of up to $20.0 million, which is available to draw in minimum increments through July 17, 2021, which after drawn, cannot be repaid without permanently reducing the amount available. (iii) a Revolving Commitment facility (“Revolver”) of $7.5 million, including a sub-limit of up to $4.0 million for issuing additional letters of credit. The Revolver may be repaid and re-borrowed until the Maturity Date. The Initial Term Loan and DDTL may be prepaid from time to time by the Company. Once an amount is prepaid, it may not be reborrowed except for the Revolver. Prepayments are subject to a premium on the principal amount repaid of 3.0% in the first 24 months (2.25% in months 13 through 24 if a change in control occurs, as defined); 1.0% in months 25 to 36, and 0% thereafter. Mandatory prepayments are required upon the occurrence of certain events, as defined in the 2020 Financing Agreement. The Company incurred certain fees to the Lenders in connection with the 2020 Financing Agreement, including an upfront facility fee of 1.50% of the principal amount of the Initial Term Loan and Revolver, and 0.75% of the DDTL (with another 0.75% due if any funding occurs under the DDTL), and legal and due diligence costs of the 2020 Lenders and the Company. On a quarterly basis, a commitment fee of 0.50% per annum is payable to the 2020 Lenders on the unfunded amount of the Revolver and DDTL, computed on a daily basis. Interest is incurred on the 2020 Financing Agreement based on the Company’s periodic election of either: (i) LIBOR (or equivalent) rate, for a 1 month, 2 month or 3 month period, at an interest rate per annum of the relevant LIBOR rate for the selected period, with a floor of 1.50%, plus the Applicable Margin of 7.00% per annum. The minimum rate for LIBOR loans is 8.50%. (ii) Base Rate - defined as the greater of (a) the Prime rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, (c) the Adjusted LIBOR Rate, or (d) 4.00%, plus the Applicable Margin of 6.00% per annum. The minimum rate for Base Rate loans is 10.00%. The Financing Agreement contains typical reporting and related covenants, as well as financial covenants. The financial covenants based on the most recent quarter’s annualized recurring revenue, which increases from $78.0 million as of March 31, 2020 to $125.0 million as of December 31, 2023 through the Maturity Date. Additionally, there is a Minimum Liquidity covenant based on the unrestricted cash balance plus availability under the Revolver, which must exceed the greater of (i) $5.0 million or (ii) the Cash Burn, as defined, for the prior six month period as of the last quarterly reporting date. As noted in Note 15, subsequent to December 31, 2020, the Company repaid the entire amount due under the Initial Term Loan, along with a prepayment penalty, and extinguished the entire 2020 Financing Agreement. Loan Agreement and Credit Agreement In prior years, the Company entered into a loan and security agreement (“the Loan Agreement”) with Square 1 Bank, which was a subsidiary of and subsequently renamed to Pacific Western Bank (“Square 1 Bank” or “PacWest Bank”) in 2019. From time to time the Loan Agreement was amended mainly to provide for additional borrowing capacity in the form of term loans and increased borrowing limits. In connection with an amended Loan Agreement, in July 2014, the Company issued to PacWest Bank a warrant to purchase 105,005 shares of the Company’s Series C Preferred stock (which converted into common stock in connection with the Merger — see Note 15) with an exercise price $1.91 per share and an expiration date of July 10, 2024. The warrant is exercisable in whole or in part at any time, and automatically converts to Series C Preferred stock in a cashless conversion if not exercised prior to the expiration date. The warrants issued to PacWest Bank for the purchase of Preferred stock have been included in other liabilities due to the contingently redeemable terms of the underlying Preferred stock, and are being remeasured at each reporting period with changes to fair value reflected in other income (expense) in the Statements of Operations and Comprehensive Loss, which totaled expense of $(926), $(12) and $(54) in 2020, 2019 and 2018, respectively. On October 19, 2017, the prior Loan Agreement was modified and a new Senior Syndicated Credit Agreement (“Credit Agreement”) was entered into with PacWest Bank as Agent, and another bank as loan party (collectively, the “Lenders”). The initial aggregate borrowing limit was $40,000, with the option to increase to $50,000 upon certain conditions and approvals from the Banks. The Credit Agreement contained a Revolving Facility of up to $40,000 that was to mature in October 2020, and an initial $10,000 term loan maturing on October 18, 2021. The Company incurred certain fees to the Lenders including a 0.25% Commitment fee, and along with other fees which were recorded as deferred financing costs and amortized to interest expense over the term of the Term Loan. The Revolving Facility and Term Loan interest rates were tiered based on Liquidity (defined as cash on hand plus Availability under the Revolving Facility), ranging from Prime plus 0.75% to 1.00% for the Revolving Facility and the Prime Rate plus 1.00% to 1.25% for the Term Loan. Principal payments under the Term Loan commenced in October 2018 equally over a 36 month period. As of December 31, 2019, the interest rate on the Term Loan was 6.00% and the interest rate on the Revolving Facility was 5.75%. The terms of the Credit Agreement, as amended, allow for a limit of $5,000 for Ancillary Services, of which the Company had issued on its behalf Letters of Credit in the aggregate amount of $3,104 and $3,185 as of December 31, 2020 and December 31, 2019, respectively in lieu of security deposits related primarily to the Company’s leases. The issued letters of credit as of December 31, 2020 are collateralized by cash deposits held at PacWest Bank and are presented as restricted cash in the accompanying balance sheets. The Credit Agreement was collateralized by all of the assets of the Company, except assets under capital leases, customer funds and all intellectual property now or ever owned by the Company. Covenant Compliance As required under the 2020 Financing Agreement and the prior Credit Agreement, the Company is required to maintain certain financial and operating performance metrics targets as defined in each agreement. At December 31, 2020 and 2019, the Company was in compliance with its required debt covenants. In January 2020, the Company extinguished the Credit Agreement as part of a refinancing. Since the Company paid off the Loan Agreement in full in January 2020 and replaced it with long term debt that exceeded the amount outstanding, all amounts were classified as long-term debt in the accompanying Balance Sheet as of December 31, 2019, except for the amounts that would be due in 2020 under the new 2020 Financing Agreement. Future minimum principal payments due for amounts outstanding under the Credit Facility at December 31, 2020, were as follows. 2021 $ 450 2022 450 2023 450 2024 450 2025 42,863 Thereafter — Total $ 44,663 The Company determines that Loan Agreement is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates. Capital Leases In current and prior years, the Company entered into several equipment leases to finance equipment purchases, under which $246 remained outstanding as of December 31, 2020. These have been accounted for as capital leases. |
Incentive Compensation Plans (F
Incentive Compensation Plans (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Incentive Compensation Plans [Abstract] | ||
Incentive Compensation Plans | 11. Incentive Compensation Plans Incentive Compensation Plans The Company adopted the 2003 Stock Incentive Plan, as amended (the “2003 Plan”). The 2003 Plan provides for the granting of stock-based awards, including options and restricted stock to its employees, directors, advisers and consultants. In 2014, the 2003 Plan expired and the Company adopted the 2014 Incentive Compensation Plan (the “2014 Plan”). In connection with the Business Combination, the 2003 Plan and 2014 Plans were frozen and no further grants will be made pursuant to those plans, although all outstanding options were converted to options of the Company using the Conversion Rate applied to the number of options and original exercise price, and continue to vest based upon their original terms. As part of the Business Combination, the shareholders of the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). The shareholders and board of directors authorized the issuance of up to 14,526,237 shares of common stock to be granted pursuant to the 2020 Plan in the form of options, restricted stock, RSU’s, stock appreciation rights, performance awards or other awards. Additionally, the shareholders and board of directors authorized the issuance of 1,452,623 shares of common stock pursuant to the 2020 ESPP. Such aggregate number of shares of common stock subject to the 2020 Plan and the 2020 ESPP will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to four percent (for the 2020 Plan) and one percent (for the ESPP) of the total number of shares of the Company’s class 1 and class 2 common stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. During the three months ended March 31, 2021, no shares were granted or issued pursuant to the 2020 ESPP, but the Company granted an aggregate of 8,114,196 stock options (including 462,596 under the 2014 Plan and 7,651,600 under the 2020 Plan), with weighted average exercise prices of $16.74 per share. The determination of the fair value of the options granted during the three months ended March 31, 2021 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: 2021 2020 Risk-free interest rate 0.64% - 1.12 % 1.57% - 1.73 % Dividend yield — % — % Volatility factor of the expected market price of the Company’s common stock 41.56% - 41.62 % 39.44% - 39.93 % Expected life of option 5.5 years 6.9 years The weighted average grant-date fair value of the options granted during the three months ended March 31, 2021 was $6.52 per option. As of March 31, 2021, there was approximately $41,744 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 3.2 years. At March 31, 2021, an aggregate of 8,040,902 shares were authorized for future grants under the Company’s 2020 Plan. The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the for the three months ended March 31, 2021 and 2020, as follows: 2021 2020 Cost of subscription, transaction and other revenue $ 443 $ 33 Research and development 1,223 100 Sales and marketing 1,333 74 General and administrative 5,827 274 $ 8,826 $ 481 Restricted Stock Units In connection with the Business Combination, and authorized as part of the 2020 Plan, the Company may issue RSUs to certain employees and nonemployee board members. During the three months ended March 31, 2021, the Company granted an aggregate of 836,208 RSUs with a weighted grant-date fair value of $16.80 per unit in connection with the First Earnout and the Second Earnout (the “Earnout RSUs”), as further discussed in. The fair value of the RSUs was estimated based upon the market closing price of the Company’s common stock on the date of grant. The Earnout RSUs vest over the requisite service period, which range between 1 month and 4 years from the date of grant, subject to the continued employment of the employees and services of the nonemployee board members. As of March 31, 2021, the total unamortized stock-based compensation expense related to the unvested RSUs was $12,415, which the Company expects to amortize over a weighted-average period of 2.7 years. Defined Contribution Benefit Plan The Company sponsors a 401(k) defined contribution benefit plan. Participation in the plan is available to substantially all employees. Company contributions to the plan are discretionary. The Company generally makes matching contributions of one-half of the first 6% of employee contributions, which totaled $497 and $352 for the three months ended March 31, 2021 and 2020, respectively, and are subject to vesting requirements based on four years of continuing employment. | 9. Incentive Compensation Plans Incentive Compensation Plans The Company adopted the 2003 Stock Incentive Plan, as amended and reapproved (together, the “2003 Plan”). The 2003 Plan provides for the granting of stock-based awards, including options and restricted stock to its employees, directors, advisers and consultants. The Board of Directors of the Company administers the 2003 Plan, awards grants and determines the terms of such grants at its discretion. In 2014, the 2003 Plan expired and the Company adopted the 2014 Incentive Compensation Plan (the “2014 Plan”). The Board of Directors of the Company shall administer the 2014 Plan until such time as an underwriting agreement is executed and priced in connection with an initial public offering of the common stock of the Company (Underwriting Date). Effective on the Underwriting Date, a committee of independent directors shall have the exclusive authority to administer the 2014 Plan, and the number and/or value of the awards granted and/or exercisable become subject to certain limitations. Additionally, upon a change of control, vesting and exercisability of the awards may be accelerated, subject to certain restrictions. The 2014 Plan specifies three separate equity incentive programs - a Discretionary Grant Program for stock options or tandem stock appreciation rights; a Stock Issuance Program which allows for restricted stock awards or restricted stock units; and an Incentive Bonus Program for performance unit awards and special cash incentives. The Discretionary Grant Program, under which eligible persons may be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock, includes incentive options that may only be granted to employees. The aggregate fair market value of the shares of common stock (determined as of the grant date) that may for the first time become exercisable during any one calendar year shall not exceed $100,000. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the exercise price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed 5 years measured from the option grant date. The Company granted incentive stock options under the 2014 Plan during 2019 and 2020. There were no awards granted in 2019 or 2020 pursuant to the Stock Issuance Program or the Incentive Bonus Program. The stock issuable under the 2014 Plan shall be shares of authorized but unissued or reacquired Common Stock, including treasury shares and shares repurchased by the Company on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan was initially limited to 2,646,731 shares, but was subsequently increased over the years based on approval by the Board of Directors. As of January 1, 2019, an aggregate total of 9,296,736 shares were available for issuance. During 2019, the Board of Directors of the Company increased the authorized shares to be issued pursuant to the 2014 Plan by an additional 1,445,653 shares, to a total of 10,742,389 shares which were subsequently approved by shareholders. On February 5, 2020, the Board of Directors of the Company increased the authorized shares to be issued pursuant to the 2014 Plan by an additional 3,614,133 shares, for a total of 14,356,522 shares. An increase of an additional 1,445,653 shares were authorized to be issued on May 12, 2020, for a total of 15,802,175 shares. The number of shares of Common Stock available for issuance under the 2014 Plan shall automatically increase in connection with any public offering of new shares of Common Stock following the Underwriting Date by an amount equal to four percent (4%) of the total number of shares of Common Stock issued in connection with such offering. The maximum number of shares of Common Stock that may be issued pursuant to Incentive Options granted under the 2014 Plan shall not exceed the maximum approved shares. Such share limitation shall automatically be increased on the first trading day in January each calendar year by the number of shares of Common Stock added to the share reserve on that day. Shares of Common Stock subject to outstanding awards made under the 2014 Plan shall be available for subsequent issuance under the 2014 Plan to the extent those awards are forfeited or cancelled for any reason prior to the issuance of the shares of Common Stock subject to those awards. Such shares shall be added back to the number of shares of Common Stock reserved for award and issuance under the Plan. Stock Options In accordance with FASB ASC Topic 718, the Company uses the Black-Scholes option pricing model to determine the fair market value of the stock options on the grant dates for all share awards. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions to determine the fair market value of stock-based awards, including the deemed fair market value of the underlying common stock on the date of grant and the expected volatility of the stock over the expected term of the related grants. The value of the award is recognized as expense over the requisite service periods on a straight-line basis in the Company’s Statements of Operations and Comprehensive Loss, and reduced for estimated forfeitures as applicable. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock option awards typically vest over two to four years and have a maximum term of ten years. On April 16, 2020, as a result of the Covid-19 pandemic, the Company reduced the annual base salary of substantially all employees as a cost saving measure, which was expected to be in place through early 2021. The Board of Directors of the Company approved a grant of 1,822,318 stock options under the 2014 Plan to all employees who were subject to the salary reduction, at an exercise price of $2.18 per share, which was the estimated fair value of the common stock during the second quarter of 2020. The options vested 25% on the six month anniversary of the grant date, over a two year term. In August 2020, the Company provided eligible employees the opportunity to reinstate their annual base salary paid prior to the April 16, 2020 reduction of base salary, which reinstatement will be effective retroactively to August 1, 2020 (the “Early Salary Reinstatement”), and as a condition to the Early Salary Reinstatement, forfeit 50% of the stock options that were granted on May 12, 2020, on a pro rata basis across all vesting periods over the original two year vesting term. Employees electing such Early Salary Reinstatement forfeited 693,227 options during the third quarter of 2020. This was accounted for as a modification pursuant to ASC 718, and the impact was not material to the accompanying financial statements. A summary of the stock option activity during each period and related options outstanding and exercisable from both the 2003 Plan and 2014 Plan, as retroactively adjusted (refer to Note 1) are as follows: Shares Weighted- Average Exercise Price Remaining Contractual Life (Years) Options outstanding, December 31, 2018 1,742,018 $ 10.64 6.4 Retroactive application of reverse recapitalization (Note 1) 10,849,752 (9.17 ) Adjusted options outstanding, December 31, 2018 12,591,770 $ 1.47 6.4 Granted 1,770,289 3.32 Exercised (1,467,432 ) 0.77 Forfeited (1,241,216 ) 2.36 Options, outstanding, December 31, 2019 11,653,411 $1.75 5.3 Granted 8,818,051 3.36 Exercised (1,339,607 ) 0.98 Forfeited (2,961,117 ) 2.58 Options outstanding, December 31, 2020 16,170,738 $2.69 6.9 Options vested and expected to vest, December 31, 2020 15,222,396 $ 2.53 6.8 Options exercisable, December 31, 2020 8,226,613 $ 1.69 5.0 2020 2019 2018 Risk-free interest rate 0.4% - 1.6 % 1.7% - 2.6 % 2.7% - 3.1 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility factor of the expected market price of the Company’s common stock 39% - 45 % 38% - 40 % 34% - 42 % Expected life of option 6.9 years 6.9 years 7.1 years The weighted average grant-date fair value of the options granted in 2020, 2019 and 2018 was $1.47, $1.45 and As of December 31, 2020, there was approximately $10,931 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.84 years. At December 31, 2020, an aggregate of 455,670 shares were authorized for future grants under the Company’s 2014 stock option plan. The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the years ended December 31, 2020, 2019 and 2018 as follows: 2020 2019 2018 Cost of subscription, transaction and other revenue $ 263 $ 133 $ 114 Research and development 697 384 239 Sales and marketing 465 296 347 General and administrative 1,638 1,301 1,096 $ 3,063 $ 2,114 $ 1,796 Defined Contribution Benefit Plan The Company sponsors a 401(k) defined contribution benefit plan. Participation in the plan is available to substantially all employees. Company contributions to the plan are discretionary. The Company generally makes matching contributions of one-half of the first 6% of employee contributions, which totaled $378, $1,250, and $998 for the years ended December 31, 2020, 2019 and 2018, respectively, and are subject to vesting requirements over four years contingent upon continuing employment. |
Income Taxes (FY)
Income Taxes (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
Income Taxes | 12. Income Taxes The provision for income taxes for the three months ended March 31, 2021 and 2020 pertains primarily to tax amortization of indefinite-lived asset and state income taxes. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. The Company is evaluating the ownership change as a result of the Business Combination to determine if there is any impact on utilization of net operating loss carryforwards. | 10. Income Taxes The provision for income taxes consists of the following: 2020 2019 2018 Current: Federal $ 6 $ 44 $ — State (14 ) (12 ) (17 ) (8 ) 32 (17 ) Deferred: Federal (94 ) (138 ) (72 ) State (102 ) (54 ) 20 (196 ) (192 ) (52 ) Provision for income taxes $ (204 ) $ (160 ) $ (69 ) The difference between the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows: 2020 2019 2018 Statutory rate applied to pre-tax loss 3,533 4,755 3,814 Permanent items (256 ) (115 ) (79 ) Stock compensation related expenses 449 (274 ) (103 ) State taxes 458 290 1,226 Valuation allowance (4,462 ) (4,816 ) (4,930 ) Other 74 — 3 Provision for income taxes $ (204 ) $ (160 ) $ (69 ) The significant components of the Company’s deferred tax assets and liabilities are as follows: 2020 2019 Deferred tax assets: Compensation and bonuses $ 1,707 $ 986 Intangible assets 2,303 2,355 Stock-based compensation 620 375 Accrued expenses and other 863 184 Net operating loss carryforwards 20,242 18,937 Unearned revenue 3,179 2,575 Other carryforwards 30 23 Interest expense limitation 1,652 534 Deferred rent 641 578 Valuation allowance (24,178 ) (19,717 ) Deferred tax assets, net of valuation allowance $ 7,059 $ 6,830 Deferred tax liabilities: Deferred implementation costs (2,707 ) (2,624 ) Fixed assets (2,723 ) (2,953 ) Goodwill (2,397 ) (1,825 ) Deferred tax liabilities $ (7,827 ) $ (7,402 ) Total deferred taxes $ (768 ) $ (572 ) The Company has evaluated the need for a valuation allowance on a jurisdiction by jurisdiction basis. The Company has considered all available evidence, both positive and negative, and based upon the weight of the available evidence, a valuation allowance has been recorded against the net deferred tax assets since the Company cannot be assured that, more likely than not, such amounts will be realized. In addition, utilization of these net operating loss and tax credit carryforwards is dependent upon achieving profitable results. The change in valuation allowance for deferred taxes was an increase of approximately $4,462, $4,816 and $4,930 during the years ended December 31, 2020, 2019 and 2018, respectively, primarily due to the increase in net operating loss carryforwards. At December 31, 2020, the Company has Federal net operating loss carryforwards of approximately $78,948. Of the total net operating loss carryforwards, $46,682 do not expire, and the remaining carryforwards begin to expire in 2034 if not used prior to that time. The Company is subject to taxation in the United States and various states. As of December 31, 2020, the Company’s tax returns for 2017, 2018, and 2019 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2020, the Company is no longer subject to examinations by income tax authorities from US federal, state, or other jurisdictions for years before 2017. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. If the Company experiences an ownership change as a result of future events, the use of tax attributes may be limited. |
Commitments and Contingencies (
Commitments and Contingencies (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 13. Commitments and Contingencies Lease Commitments The Company rents its facilities and some equipment under operating and capital lease agreements. The capital leases have stated or implied interest rates between 5% and 10.6% and maturity dates through April 2026. The equipment financed under the capital leases serves as collateral, and certain leases contain casualty loss values if the equipment is not returned in working order at the end of the lease term. In August 2017, the Company entered into a 15 years, 6 months lease agreement, as amended, with a landlord for a new Company headquarters that consists of 88,759 square feet of office space, located in Lawrenceville, New Jersey. The Company determined that the lease qualifies for treatment as an operating lease pursuant to ASC 840. In addition, pursuant to ASC 840, the Company determined that it did not meet any of the requirements of build-to-suit lease accounting and the Company was not considered to be the owner of an asset during the construction period as the Company did not have substantially all of the construction period risks and the respective leasehold improvements were determined to be normal tenant improvements. The Company has incurred and capitalized approximately $5.7 million related to leasehold improvements, furniture and fixtures, and computer equipment as of December 31, 2018, associated with this new leased headquarters facility. Furthermore, as part of the lease, the landlord paid for approximately $5.8 million of costs and related improvements in 2018 to modify the existing space to meet the Company’s requirements in the existing 88,759 square feet of space subject to the lease agreement, as amended. This landlord lease incentive of $5.8 million was recorded as an asset and other long term liability as of the date the lease commenced and is being amortized over the estimated life of 15 years, and the long term liability is being recognized a lease incentive and reducing rent expense over the same period of time. The lease contains an option to lease up to 61,000 additional square feet, starting six years, six months after lease commencement. In connection with entering into the lease, the Company issued a letter of credit under its Credit Agreement in favor of the landlord in the amount of $2,725 as an additional security deposit. The term of this lease is 15 years, 6 months subject to early termination if (i) there is not sufficient space for expansion beyond the initial space, starting 6 years, 6 months after lease commencement, which will require an early termination payment that declines from $7.5 million at such date by $650 per year after such date, or (ii) upon advance notice by the Company, at 12 years, 6 months after lease commencement, which will require an early termination payment of $3.6 million. Additionally, the lease contains two extension periods of 5 years each. The lease commenced in June 2018, with a monthly lease rate (excluding taxes and operating expenses) in the initial year of $226, effective after an initial free rent period of six months. The base rent increases each year thereafter up to $281 per month in months 181 through 186 of the lease. The Company is expensing this rent on a straight-line basis over the initial term of the lease, including the free rent period. Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at March 31, 2021 and expire through 2033 are as follows: March 31, 2021 Operating Leases Capital Leases remainder of 2021 $ 3,567 $ 153 2022 4,716 52 2023 4,444 13 2024 4,089 1 2025 4,055 — Thereafter 30,811 — Total minimum lease payments $ 51,682 $ 219 Less amounts representing interest (7 ) Present value of lease payments 212 Less current portion (170 ) Long-term portion of minimum lease payments $ 42 Total rent expense for the three months ended March 31, 2021 and 2020 amounted to $1,284 and $1,349 respectively. Purchase Commitments The Company enters into purchase commitments with certain vendors to secure pricing for paper, envelopes and similar products necessary for its operations. As of March 31, 2021, the balance remaining under such purchase orders approximated $374. Legal Contingencies, Claims and Assessments During the normal course of business, the Company is occasionally involved with various claims and litigation. Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated, including for indemnifications with customers or other parties as a result of contractual agreements. At March 31, 2021, no material reserves were recorded. No reserves are established for losses which are only reasonably possible. The determination of probability and the estimation of the actual amount of any such loss is inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. Based upon the Company’s experience, current information and applicable law, it does not believe it is reasonably possible that any proceedings or possible related claims will have a material effect on its financial statements. | 11. Commitments and Contingencies Lease Commitments The Company rents its facilities and some equipment under operating and capital lease agreements. The capital leases have stated or implied interest rates between 5.0% and 10.6% and maturity dates through April 2026. The equipment financed under the capital leases serves as collateral, and certain leases contain casualty loss values if the equipment is not returned in working order at the end of the lease term. In August 2017, the Company entered into a 15 year, 6 month lease agreement, as amended, with a landlord for a new Company headquarters that consists of 88,759 square feet of office space, located in Lawrenceville, New Jersey. The Company determined that the lease qualifies for treatment as an operating lease pursuant to ASC 840. In addition, pursuant to ASC 840, the Company determined that it did not meet any of the requirements of build-to-suit lease accounting and the Company was not considered to be the owner of an asset during the construction period as the Company did not have substantially all of the construction period risks and the respective leasehold improvements were determined to be normal tenant improvements. The Company has incurred and capitalized approximately $5.7 million related to leasehold improvements, furniture and fixtures, and computer equipment as of December 31, 2018, associated with this new leased headquarters facility. Furthermore, as part of the lease, the landlord paid for approximately $5.8 million of costs and related improvements in 2018 to modify the existing space to meet the Company’s requirements in the existing 88,759 square feet of space subject to the lease agreement, as amended. This landlord lease incentive of $5.8 million was recorded as an asset and other long term liability as of the date the lease commenced and is being amortized over the estimated life of 15 years, and the long term liability is being recognized a lease incentive and reducing rent expense over the same period of time. The lease contains an option to lease up to 61,000 additional square feet, starting six years and six months after lease commencement. In connection with entering into the lease, the Company issued a letter of credit under its Credit Agreement in favor of the landlord in the amount of $2,725 as an additional security deposit. The term of this lease is 15 years and 6 months subject to early termination if (i) there is not sufficient space for expansion beyond the initial space, starting 6 years and 6 months after lease commencement, which will require an early termination payment that declines from $7.5 million at such date by $650 per year after such date, or (ii) upon advance notice by the Company, at 12 years and 6 months after lease commencement, which will require an early termination payment of $3.6 million. Additionally, the lease contains two extension periods of 5 years each. The lease commenced in June 2018, with a monthly lease rate (excluding taxes and operating expenses) in the initial year of $226, effective after an initial free rent period of six months. The base rent increases each year thereafter up to $281 per month in months 181 through 186 of the lease. The Company is expensing this rent on a straight-line basis over the initial term of the lease, including the free rent period. Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2020 and expire through 2033 are as follows: Year ending December 31, Operating Leases Capital Leases 2021 $ 4,772 $ 211 2022 4,667 42 2023 4,433 — 2024 4,107 — 2025 4,166 — Thereafter 30,848 — Total minimum lease payments $ 52,993 $ 253 Less amounts representing interest (7 ) Present value of lease payments 246 Less current portion (204 ) Long-term portion of minimum lease payments $ 42 Total rent expense for the years ended December 31, 2020, 2019 and 2018 amounted to $5,167, $5,105, and $4,226 respectively. Purchase Commitments The Company enters into purchase commitments with certain vendors to secure pricing for paper, envelopes and similar products necessary for its operations. As of December 31, 2020, the balance remaining under such purchase orders approximated $215. Legal Contingencies, Claims and Assessments During the normal course of business, the Company is occasionally involved with various claims and litigation. Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated, including for indemnifications with customers or other parties as a result of contractual agreements. At December 31, 2020, no material reserves were recorded. No reserves are established for losses which are only reasonably possible. The determination of probability and the estimation of the actual amount of any such loss is inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. Based upon the Company’s experience, current information and applicable law, it does not believe it is reasonably possible that any proceedings or possible related claims will have a material effect on its financial statements. |
Segment Information (FY)
Segment Information (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | ||
Segment Information | 14. Segment Information The Company has determined that it has two reportable segments - Print and Software/Payments. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”) who reviews discrete financial and other information presented for print services and software and payment services for purposes of allocating resources and evaluating the Company’s financial performance. The Company evaluates the operating performance of its segments based on financial measures such as revenue, cost of revenue, and gross profit. Print – The Print segment is primarily responsible for printing customer invoices and optimizing the amount of time and costs associated with billing customers via mail. Software and Payments – The Software and Payments segment primarily operates using software and cloud based services, optimizes the electronic invoice presentment, electronic payments, credit decisioning, collections automation, cash application and deduction management, and eCommerce of B2B customers. Given the nature of the Company’s business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets are not included within the disclosure of the Company’s segment financial information. All of the revenues shown below in the reportable segments is revenue from external customers, there is no revenue from transactions with other operating segments. The following tables include a reconciliation of revenue, cost of revenue, and segment gross profit to loss before income taxes. “All other” represents implementation, services and other business activities which are not reviewed by CODM on regular basis. The Company’s segment information is as follows: March 31, 2021 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,498 $ 25,685 $ — $ 30,183 Services and other — — 2,936 2,936 Subscription, transaction and services 4,498 25,685 2,936 33,119 Reimbursable costs 8,817 — — 8,817 Total revenues 13,315 25,685 2,936 41,936 Cost of Revenues: Cost of subscription, transaction and services revenue 1,926 3,711 3,616 9,253 Cost of reimbursable costs 8,817 — — 8,817 Total cost of revenues, excluding depreciation and amortization 10,743 3,711 3,616 18,070 Segment gross profit - subscription, transaction and services 2,572 21,974 (680 23,866 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,572 $ 21,974 $ (680 $ 23,866 Total segment gross margin, excluding depreciation and amortization 19.3 85.6 (23.2 56.9 % Segment gross margin - subscription, transaction and services 57.2 85.6 (23.2 72.1 % Unallocated amounts: Sales and marketing $ 8,936 Research and development 10,993 General and administrative 12,450 Depreciation and amortization 1,360 Interest income (103 ) Interest expense and loss on extinguishment of debt 2,942 Change in fair value and other income (expense), net 9,990 Loss before income taxes $ (22,702 ) March 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,786 $ 18,339 $ — $ 23,125 Services and other — — 1,399 1,399 Subscription, transaction and services 4,786 18,339 1,399 24,524 Reimbursable costs 9,621 — — 9,621 Total revenues 14,407 18,339 1,399 34,145 Cost of Revenues: Cost of subscription, transaction and services revenue 2,211 3,114 2,565 7,890 Cost of reimbursable costs 9,621 — — 9,621 Total cost of revenues, excluding depreciation and amortization 11,832 3,114 2,565 17,511 Segment gross profit - subscription, transaction and services 2,575 15,225 (1,166 16,634 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,575 $ 15,225 $ (1,166 $ 16,634 Total segment gross margin, excluding depreciation and amortization 17.9 83.0 (83.3 48.7 % Segment gross margin - subscription, transaction and services 53.8 83.0 (83.3 67.8 % Unallocated amounts: Sales and marketing $ 6,422 Research and development 9,384 General and administrative 5,248 Depreciation and amortization 1,411 Interest income (16 ) Interest expense and loss on extinguishment of debt 1,183 Change in fair value and other income (expense), net 19 Loss before income taxes $ (7,017 ) | 12. Segment Information The Company has determined that it has two reportable segments - Print and Software/Payments. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”) who reviews discrete financial and other information presented for print services and software and payment services for purposes of allocating resources and evaluating the Company’s financial performance. The Company evaluates the operating performance of its segments based on financial measures such as revenue, cost of revenue, and gross profit. Print – The Print segment is primarily responsible for printing customer invoices and optimizing the amount of time and costs associated with billing customers via mail. Software and Payments – The Software and Payments segment primarily operates using software and cloud based services, optimizes the electronic invoice presentment, electronic payments, credit decisioning, collections automation, cash application and deduction management, and eCommerce of B2B customers. Given the nature of the Company’s business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets are not included within the disclosure of the Company’s segment financial information. All of the revenues shown below in the reportable segments is revenue from external customers, there is no revenue from transactions with other operating segments. The following tables include a reconciliation of revenue, cost of revenue, and segment gross profit to loss before income taxes. “All other” represents implementation, services and other business activities which are not reviewed by CODM on regular basis. The Company’s segment information is as follows: December 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 18,445 $ 81,164 $ — $ 99,609 Services and other — — 8,960 8,960 Subscription, transaction and services 18,445 81,164 8,960 108,569 Reimbursable costs 37,116 — — 37,116 Total revenues 55,561 81,164 8,960 145,685 Cost of Revenues: Cost of subscription, transaction and services revenue 8,492 12,571 11,468 32,531 Cost of reimbursable costs 37,116 — — 37,116 Total cost of revenues, excluding depreciation and amortization 45,608 12,571 11,468 69,647 December 31, 2020 Print Software and Payments All other Total Segment gross profit - subscription, transaction and services 9,953 68,593 (2,508 ) 76,038 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 9,953 $ 68,593 $ (2,508 ) $ 76,038 Total segment gross margin, excluding depreciation and amortization 17.9 % 84.5 % (28.0 )% 52.2 % Segment gross margin - subscription, transaction and services 54.0 % 84.5 % (28.0 )% 70.0 % Unallocated amounts: Sales and marketing $ 23,420 Research and development 36,468 General and administrative 22,188 Depreciation and amortization 5,624 Interest income (18 ) Interest expense 4,661 Other (income)/expense, net 518 Loss before income taxes (16,823 ) December 31, 2019 Print Software and Payments All other Total Revenues: Subscription and transaction $ 20,612 $ 68,864 $ — $ 89,476 Services and other — — 6,984 6,984 Subscription, transaction and services 20,612 68,864 6,984 96,460 Reimbursable costs 40,008 — — 40,008 Total revenues 60,620 68,864 6,984 136,468 Cost of Revenues: Cost of subscription, transaction and services revenue 9,642 11,900 10,473 32,015 Cost of reimbursable costs 40,008 — — 40,008 Total cost of revenues, excluding depreciation and amortization 49,650 11,900 10,473 72,023 Segment gross profit - subscription, transaction and services 10,970 56,964 (3,489 ) 64,445 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,970 $ 56,964 $ (3,489 ) $ 64,445 Total segment gross margin, excluding depreciation and amortization 18.1 % 82.7 % (50.0 )% 47.2 % Segment gross margin - subscription, transaction and services 53.2 % 82.7 % (50.0 )% 66.8 % December 31, 2019 Print Software and Payments All other Total Unallocated amounts: Sales and marketing $ 22,098 Research and development 34,285 General and administrative 23,297 Depreciation and amortization 5,881 Interest income (1 ) Interest expense 1,507 Other (income)/expense, net 21 Loss before income taxes $ (22,643 ) December 31, 2018 Print Software and Payments All other Total Revenues: Subscription and transaction $ 21,120 $ 53,605 $ — $ 74,725 Services and other — — 4,846 4,846 Subscription, transaction and services 21,120 53,605 4,846 79,571 Reimbursable costs 40,944 — — 40,944 Total revenues 62,064 53,605 4,846 120,515 Cost of Revenues: Cost of subscription, transaction and services revenue 10,517 8,271 7,779 26,567 Cost of reimbursable costs 40,944 — — 40,944 Total cost of revenues, excluding depreciation and amortization 51,461 8,271 7,779 67,511 Segment gross profit - subscription, transaction and services 10,603 45,334 (2,933 ) 53,004 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,603 $ 45,334 $ (2,933 ) $ 53,004 Total segment gross margin, excluding depreciation and amortization 17.1 % 84.6 % (60.5 )% 44.0 % Segment gross margin - subscription, transaction and services 50.2 % 84.6 % (60.5 )% 67.0 % Unallocated amounts: Sales and marketing $ 21,677 Research and development 23,606 General and administrative 18,743 Depreciation and amortization 6,040 Interest income (136 ) Interest expense 814 Other (income)/expense, net 422 Loss before income taxes $ (18,162 ) |
Related Party Transactions (FY)
Related Party Transactions (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 15. Related Party Transactions The Company has an ongoing commercial relationship with a customer, who has an executive who is also on the Company’s board of directors, which purchases certain of the Company’s services. This related party customer generated total revenues of approximately $70 and $77 for the three months ended March 31, 2021 and 2020, respectively. The Company has several agreements with a portfolio company of one of the Company’s preferred shareholders who also has a representative on the Company’s board of directors (“Portfolio Company”). The Company incurred expenses to the Portfolio Company of approximately $48 and $16 related to these agreements for the three months ended March 31, 2021 and 2020, respectively. Additionally, the same customer generated revenues of $40 for the three months ended March 31, 2021. | 13. Related Party Transactions The Company has an ongoing commercial relationship with a customer, who has an executive who is also on the Company’s board of directors, which purchases certain of the Company’s services. This related party customer generated total revenues of approximately $307, $248 and $188 for the years ended December 31, 2020, 2019 and 2018, respectively. The Company has several agreements with a portfolio company of one of the Company’s shareholders who also has a representative on the Company’s board of directors (“Portfolio Company”). The Company incurred expenses to the Portfolio Company of approximately $94, $57 and $60 related to these agreements for the years ended December 31, 2020, 2019 and 2018, respectively. Additionally, the same Portfolio Company generated revenues of $122 for the year ended December 31, 2020. |
Loss per Share (FY)
Loss per Share (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Loss Per Share [Abstract] | ||
Loss Per Share | 16. Loss per Share Our basic and diluted earnings per share are computed using the two-class method in accordance with ASC 260. The two-class method is an earnings allocation that determines net loss (or income, if applicable) per share for each class of common stock. Per share amounts are calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. As a result of the Business Combination, the Company has retrospectively adjusted the weighted average number of common shares outstanding for all periods presented prior to January 12, 2021, by multiplying them by the Conversion Rate used to determine the number of common shares into which they converted. The following table sets forth the computation of the basic and diluted net loss per share attributable to the Class 1 and Class 2 common stockholders, which have the same rights and privileges except for voting rights, for the for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts): March 31, 2021 2020 Numerator: Net loss $ (22,794 ) $ (7,097 ) Denominator: Weighted-average common shares outstanding 144,207 99,804 Net loss per share attributable to common stockholders (Class 1 and Class 2), basic and diluted $ (0.16 ) $ (0.07 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: March 31, 2021 2020 Options to purchase common stock 22,383,267 12,870,603 Restricted Stock Units (RSU’s) 834,228 — Warrants 12,500,000 12,500,000 35,717,495 25,370,603 | 14. Loss per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts), as retroactively adjusted (refer to Note 1): December 31, 2020 2019 2018 Numerator: Net loss $ (17,027 ) $ (22,803 ) $ (18,231 ) Denominator: Weighted-average common shares outstanding 100,022,546 99,272,157 97,951,673 Net loss per share attributable to common stockholders, basic and diluted $ (0.17 ) $ (0.23 ) $ (0.19 ) Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities, as retroactively adjusted (refer to Note 1), that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: December 31, 2020 2019 2018 Options to purchase common stock 16,170,737 11,653,411 12,591,770 Series C Warrants 105,005 105,005 105,005 16,275,742 11,758,416 12,696,775 |
Subsequent Events (FY)
Subsequent Events (FY) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company has evaluated subsequent events through June 21, 2021, which is the date the financial statements were available to be issued. Except as otherwise noted below, the company is not aware of any subsequent events which would require recognition or disclosure in the financial statements. On January 12, 2021, the Company repaid in full the principal balance on the Initial Term Loan of $44.7 million, and extinguished all commitments under the Revolving Facility and Delayed Draw Term Loan. As part of terminating the 2020 Financing Agreement, the company paid a prepayment penalty of $1.6 million to the Lenders. Closing of Business Combination, Accounted for as a Reverse Recapitalization On January 12, 2021, Billtrust consummated the previously announced Business Combination pursuant to the Agreement dated October 18, 2020 and amended as of December 13, 2020. Approximately $25 million of success based fees (of which approximately $8 million was paid by Billtrust), and approximately $7 million of transaction costs were incurred and paid at closing (of which approximately $2 million was paid by Billtrust). As a result of the BCA, Billtrust stockholders received aggregate consideration with a value equal to $1,190 million, which consists of: i. Approximately $90 million in cash to certain Billtrust shareholders who elected to receive cash for shares of Billtrust common stock at Closing of the Business Combination, accounted for as a reverse recapitalization, and ii. Approximately $1,099 million in South Mountain Class A Common Stock and South Mountain Class C Common Stock at Closing of the Business Combination, accounted for as a reverse recapitalization, or 109,944,090 shares (including 15,175,967 shares issuable pursuant to outstanding vested and unvested options from the 2003 and 2014 Plans), converted at an exchange ratio of 7.228266 shares per share of Legacy Billtrust common stock) based on an assumed share price of $10.00 per share. South Mountain Merger Corp. was renamed BTRS Holdings Inc. As of the completion of the Business Combination on January 12, 2021, the merged companies - BTRS Holdings Inc. and subsidiaries, had the following outstanding securities: i. Approximately 138,728,373 shares of Class 1 common stock, including 2,375,000 shares to prior South Mountain shareholders that are subject to the vesting and forfeiture provisions based upon the same share price targets described below in the Earnout Consideration section below. During the first quarter of 2021, all of these shares were vested, ii. Approximately 6,537,735 shares of Class 2 common stock, iii. 12,500,000 warrants, each exercisable for one share of Class 1 common stock at a price of $11.50 per share (the “Warrants”), iv. In connection the Merger, each issued and outstanding South Mountain Class A and Class B share was converted into 1.0 shares of Class 1 common stock of the Company, and v. In connection with the Merger, all 6,954,500 private placement warrants of South Mountain were cancelled and are no longer outstanding. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, (1) increase the total number of authorized shares of capital stock to 575,000,000 shares, of which 538,000,000 shares were designated Class 1 common stock, (2) 27,000,000 shares were designated Class 2 common stock, and (3) 10,000,000 shares were designated preferred stock (“New Preferred Stock”). No new Preferred Stock has been issued or is outstanding, inclusive of the years ended December 31, 2020 and 2019. In connection with the Closing, 9,005,863 shares of common stock were repurchased for cash from Legacy Billtrust shareholders (after conversion) at a price per share of $10.00. Additionally, in connection with a previous loan agreement in July 2014, the Company issued a lender a warrant to purchase shares of the Company’s Series C Preferred stock. In connection with the Merger, the warrant was exercised and converted into shares of Class 1 common stock. Earnout Consideration Following the closing of the Merger, holders of Billtrust common stock (including all redeemable preferred shareholders whose shares were converted into common stock at the closing of the Merger) and holders of stock options and restricted stock pursuant to the 2003 Plan and the 2014 Plan (as defined in the BCA, as amended) had the contingent right to receive, in the aggregate, up to 12,000,000 shares of common stock if, from the closing of the Merger until the fifth anniversary thereof, the average closing price of BTRS Holdings Inc. common stock exceeds certain thresholds. The first issuance of 6,000,000 earnout shares is based on the volume-weighted average price of Common Stock exceeding $12.50 for any 20 trading days within any 30 trading day period (the “First Earnout”). The second issuance of 6,000,000 earnout shares is based on the volume weighted average price of Common Stock exceeding $15.00 for any 20 trading days within any 30 trading day period (the “Second Earnout”). Subsequent to the closing of the Merger, the earnout price of the common stock was met, and 10,917,736 shares of common stock associated with the attainment of the First Earnout and the Second Earnout thresholds were issued in the first quarter of 2021 (the “Earnout Shares”). The difference in the Earnout Shares issued and the aggregate amounts defined in the Merger Agreement are primarily attributable to 836,208 unissued shares reserved for future issuance to holders of unvested options in the form of restricted stock units (the “Earnout RSU's”), which are subject to the same vesting terms and conditions as the underlying unvested stock options, and are not replacement awards. Additionally, approximately 246,056 shares of common stock were withheld from employees to satisfy the mandatory tax withholding requirements. Additionally, the prior holders of South Mountain stock agreed that of their existing issued and outstanding shares of Class 1 common stock as of the Closing, 2.375 million shares would be subject to vesting conditions based upon the same price milestones in the First Earnout (1.1875 million shares) and Second Earnout (1.1875 million shares) as discussed above. The share price targets were achieved in the first quarter of 2021. |
Organization and Nature of Bu_2
Organization and Nature of Business (Q1) | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business BTRS Holdings Inc., formerly known as Factor Systems, Inc. (“Legacy Billtrust”), utilizing the trade name Billtrust (the “Company” or “Billtrust”), was incorporated on September 4, 2001 in the State of Delaware and maintains its headquarters in Lawrenceville, New Jersey, with additional offices or print facilities in Colorado, Illinois and California. The Company provides a comprehensive suite of order to cash software as a service (“SaaS”) solutions with integrated payments, including credit and collections, invoice presentment and cash application services to its customers primarily based in North America, but with global operations. In addition, Billtrust founded the business payments network (“BPN”) in its strategic relationship with VISA, which combines remittance data with B2B payments and facilitates straight-through processing. Billtrust serves businesses across both business-to-business and business-to-consumer segments. Billtrust integrates the key areas of the order-to-cash process: credit decisioning, e-commerce solutions, bill presentment, bill payment, cash application, and collections workflow management, helping its clients connect with their customers and cash. Business Combination Agreement On October 18, 2020, as amended December 13, 2020, South Mountain Merger Corp., a Delaware corporation (“South Mountain”), BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mountain (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of South Mountain (“Second Merger Sub”) and the Company (“Billtrust”), entered into a Business Combination Agreement (the “BCA”), pursuant to which (i) First Merger Sub was merged with and into Billtrust (the “First Merger”), with Billtrust surviving the First Merger as a wholly owned subsidiary of South Mountain (the “Surviving Corporation”) and (ii) the Surviving Corporation merged with and into Second Merger Sub (the “Second Merger” and together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of South Mountain (such Mergers, collectively with the other transactions described in the BCA, the “Business Combination”). In connection with the execution of the BCA, on October 18, 2020, South Mountain entered into separate subscription agreements (the “Subscription Agreements”) with a number of investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and South Mountain has sold to the PIPE Investors, an aggregate of 20,000,000 shares of South Mountain Class A Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $200 million, in a private placement (the “PIPE Financing”). As noted in Note 4, the Business Combination and PIPE Financing closed on January 12, 2021. The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, South Mountain is treated as the “acquired” company for financial reporting purposes. For accounting purposes, Billtrust is deemed to be the accounting acquirer in the transaction and, consequently, the transaction has been treated as a recapitalization of Billtrust (i.e., a capital transaction involving the issuance of stock by South Mountain for the stock of Billtrust). Accordingly, the assets, liabilities and results of operations of Billtrust became the historical financial statements of “New Billtrust”, which was renamed BTRS Holdings Inc., and South Mountain’s assets, liabilities and results of operations were consolidated with Billtrust beginning on the acquisition date. All amounts of BTRS Holdings Inc. reflect the historical amounts of Billtrust carried over at book value with no step up in basis to fair value. After the Business Combination, the Company’s common stock began trading on the Nasdaq stock exchange under the ticker symbol BTRS. Reclassification In connection with finalizing the accounting for the Business Combination (see Note 4), the Company has reclassified cumulative preferred stock activity between accumulated deficit and additional paid-in capital on the Condensed Consolidated Balance Sheets in the amounts of $1,042 and $26,650 for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively. Corresponding reclassifications have been made in the Condensed Consolidated Statements of Stockholders’ Equity. Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. As of March 31, 2021 and December 31, 2020, and for the for the three months ended March 31, 2021 and 2020, there were no customers that individually accounted for 10% or greater of accounts receivable or total revenues, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Significant Accounting Policies Billtrust’s significant accounting policies are discussed in the audited financial statements included in the Company’s Form 8-K/A filed with the Securities and Exchange Commission (“SEC”) on March 24, 2021. Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed below to reflect this election. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”) and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements for periods ended prior to January 12, 2021 reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by US GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results to be expected for the full fiscal year or any other period. COVID-19 In March 2020, the United States (U.S.) declared a State of National Emergency due to the COVID-19 outbreak. In addition, many jurisdictions in the U.S. have limited, and are considering to further limit, social mobility and gathering. Many business establishments have closed due to restrictions imposed by the government and many governmental authorities have closed most public establishments. Some of our customers have been, and may continue to be, negatively impacted by the shelter-in-place and other similar state and local orders, the closure of manufacturing sites and country borders, and the increase in unemployment. The COVID-19 pandemic has caused us to modify our business practices (including employee travel and cancellation of physical participation in meetings, events and conferences), all of our employees are currently working remotely, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners, and customers. The extent of this business disruption on our operational and financial performance will depend on these developments and the duration and spread of the outbreak, all of which are uncertain and cannot be predicted. The Company has previously implemented certain cost savings measures, some of which have ended and others are continuing, such as restricted travel and reduced discretionary spend in certain areas and will continue to monitor and adjust accordingly. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, technical corrections to tax depreciation methods for qualified improvement property, and appropriate of funds for the SBA Paycheck Protection Program. The Company, through its outsourced payroll provider, has elected to defer employer side social security payments effective as of April 2020, and expects to pay in the next year, the amount due for 2020 of approximately $2,309, which is included in Accrued Expenses and Other in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. We continue to assess the impact that COVID-19 may have on our business. Although we saw a decline in certain transaction revenues during the second quarter of 2020, we are unable to determine the ultimate impact that the CARES Act, and/or COVID-19 will have on our future financial condition, results of operations, or liquidity. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Revenue Recognition The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for the three months ended March 31, 2021 and 2020: 2021 2020 Subscription and transaction fees $ 30,183 $ 23,125 Services and other 2,936 1,399 Subscription, transaction and services $ 33,119 $ 24,524 Subscription and Transaction Fee Revenue Subscription and transaction fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront Implement services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Reimbursable costs The Company records reimbursable costs, consisting of postage on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of March 31, 2021 and December 31, 2020 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2018 and 2019; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer. Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. The Company capitalized commission costs of $712 and amortized $747 to sales and marketing expense in the accompanying statements of operations during the three months ended March 31, 2021, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of March 31, 2021 and December 31, 2020 the Company had approximately $2,490 and $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, $5,139 and $5,233 of noncurrent deferred commissions for amounts expected to be recognized thereafter. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At March 31, 2021 and December 31, 2020, the Company’s cash equivalents consisted primarily of money market funds. Short-term investments The Company’s investments at March 31, 2021 consist of certificates of deposit with a financial institution, with a maturity date of twenty four months or less at the time of purchase. Management determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity, with related amortization is included in interest income, although no such amounts were held for the period ended March 31, 2021. Interest on securities classified as held-to-maturity is included in interest income. Investments are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates an investment for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new costs basis in the investment is established. The Company uses the specific identification method to determine the cost basis of securities sold. The carrying value of these instruments approximates their fair value. Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to three days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is reflected as customer funds payable in the accompanying Balance Sheets. Customer Postage Deposits The Company requires its customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability in the accompanying Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. Accrued Expenses and Other Accrued expenses includes items such as vendor invoices which have not been received as well as other payroll, bonus and related items, which are expected to be paid in the subsequent twelve months. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $2,845 were accrued and deferred as of December 31, 2020 and consisted principally of professional, printing, filing, regulatory and other costs that were charged to additional paid-in capital upon completion of the business combination. Recent Accounting Pronouncements Accounting pronouncements issued and adopted In November 2019, the Financial Accounting Standards Board (“FASB”) Issued ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, the amount that will be recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment award. As an emerging growth company, ASU 2019-08 may be adopted by the Company effective in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020; however, early adoption is permitted. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The new guidance was adopted by the Company effective January 1, 2021 and did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for years beginning after December 15, 2020. The new guidance was adopted by the Company effective January 1, 2021 and did not impact its consolidated financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year, thus the Company expects to adopt this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023, and will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, although it may be required to adopt this guidance effective for the year ended December 31, 2020. The Company is in the process of evaluating the impact that the pronouncement will have on its consolidated financial statements. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the its consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim period beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. | 2. Significant Accounting Policies The following is a summary of significant accounting policies used in the preparation of the accompanying financial statements. Emerging Growth Company As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates are discussed below to reflect this election. Liquidity For the year ended December 31, 2020, the Company incurred a net loss of $(17,027) and used cash in operations of $(217). As of December 31, 2020, the Company had cash of $14,642 and an accumulated deficit of $(144,877). During 2020, the Company refinanced its existing Credit Agreement with third party lenders in a new Financing Agreement consisting of a $45 million term loan and the ability to borrow an additional $27.5 million with a maturity date in January 2025. Based on the Company’s business plan, existing cash resources, and the business combination that closed in January 2021 (Note 15), the Company expects to satisfy its working capital requirements for at least the next 12 months after the date that these financial statements are issued. Basis of Presentation The preparation of the financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”). The accompanying financial statements reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. COVID-19 In March 2020, the United States (U.S.) declared a State of National Emergency due to the COVID-19 outbreak. In addition, many jurisdictions in the U.S. have limited, and are considering to further limit, social mobility and gathering. Many business establishments have closed due to restrictions imposed by the government and many governmental authorities have closed most public establishments. Some of our customers have been, and may continue to be, negatively impacted by the shelter-in-place and other similar state and local orders, the closure of manufacturing sites and country borders, and the increase in unemployment. The COVID-19 pandemic has caused us to modify our business practices (including employee travel and cancellation of physical participation in meetings, events and conferences), all of our employees are currently working remotely, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners, and customers. The extent of this business disruption on our operational and financial performance will depend on these developments and the duration and spread of the outbreak, all of which are uncertain and cannot be predicted. The Company has implemented certain cost savings measures including lowering our fixed compensation costs, restricted travel spend, reduced discretionary events and purchases and will continue to monitor and adjust accordingly. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, technical corrections to tax depreciation methods for qualified improvement property, and appropriate of funds for the SBA Paycheck Protection Program. The Company, through its outsourced payroll provider, has elected to defer employer side social security payments effective as of April 2020, and expects to pay in 2021, the amount due for 2020 of approximately $2,309, which is included in Accrued Expenses and Other in the accompanying balance sheet as of December 31, 2020. We continue to assess the impact that COVID-19 may have on our business. Although we saw a decline in certain transaction revenues during the second quarter of 2020, we are unable to determine the impact that the CARES Act, and/or COVID-19 will have on our future financial condition, results of operations, or liquidity. Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (FASB ASC Topic 606 or “ASC 606”), which supersedes the existing revenue recognition requirements under US GAAP and requires entities to recognize revenue when performance obligations have been satisfied by transferring control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. It also requires increased disclosures. In addition, ASU 2014-09 also includes subtopic ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers, (“ASC 340-40”), which provides guidance on accounting for certain revenue related costs including costs associated with obtaining and fulfilling a contract, discussed further below. On January 1, 2019, the Company adopted ASC 606 and ASC 340-40, applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Upon adoption, the Company selected the cumulative effect transition method, which had no impact on revenues, but did impact commissions expenses as further described below in the Deferred Commissions section. The Company recorded a net increase to opening retained earnings of approximately $1,908 as of January 1, 2019 due to the cumulative impact of adopting ASC 340-40 and a corresponding increase to the amount of prepaid commissions on the balance sheet. There was not a material impact to revenues for the year ended December 31, 2019 as a result of adopting ASC 606. The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for each year ended December 31: 2020 2019 2018 Subscription and transaction fees $ 99,609 $ 89,476 $ 74,725 Services and other 8,960 6,984 4,846 Subscription, transaction and services $ 108,569 $ 96,460 $ 79,571 Subscription and Transaction Fee Revenue Subscription and Transaction Fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. During 2019, the Company recognized other revenue of $1,200 related to a perpetual license granted to a customer for a one-time legacy software platform. Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront implementation services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Reimbursable costs The Company records reimbursable costs, consisting of postage, on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of December 31, 2020, 2019 and 2018 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2019 and 2020; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. The table below shows significant changes in the total current and long-term deferred revenue during the year ended December 31, 2020. Ending balance December 31, 2019 $ 25,068 Amounts invoiced but not recognized 54,837 Revenue recognized (50,149 ) Ending balance December 31, 2020 $ 29,756 Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Prior to the adoption of ASC 606 and the related ASC 340-40, commissions were generally expensed over the first year of services commencing with the date a customer’s recurring revenues were invoiced. Upon adoption of ASC 606, commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. Capitalized commission costs amortized to sales and marketing expense in the accompanying statements of operations and comprehensive loss during the years ended December 31, 2020 and 2019, was $2,111 and $1,700, respectively, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of December 31, 2020, the Company had approximately $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, and $5,233 of deferred commissions for amounts expected to be recognized thereafter. As of December 31, 2019, the Company had approximately $1,912 of current deferred commissions for amounts expected to be recognized in the next twelve months, and $4,594 of non-current deferred commissions costs for amounts expected to be recognized thereafter. Fair Value of Financial Instruments The Company utilizes fair value measurements when required. The carrying amounts of cash and cash equivalents, accounts receivable, net, other current assets, other assets, accounts payable, accrued expenses, other long term liabilities and other, and outstanding balances on the Company’s credit facility and related accrued interest expense approximate fair value as of December 31, 2020 and 2019 due to the short-term nature of those instruments. The fair value for the outstanding balances under the credit facility utilizes the interest rates the Company believes it could obtain for borrowings with similar terms. See Note 5 for a discussion of the determination of fair value for the reported amounts of the Company’s short-term investments and contingent consideration on acquisition. Warrants The Company accounts for warrants to acquire Series C preferred stock, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. These warrants are issued to a former lender related to a prior credit agreement, at an exercise price of $1.91 per share. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. The Company determined the value of warrants using a Black-Scholes pricing model. The fair value of the derivative liability amounted to $1,172 and $246 as of December 31, 2020 and 2019 respectively (see Note 8 and Note 15). The Company records the change in estimated fair value as non-cash adjustments within Other expense, net, in the Company’s accompanying Statements of Operations (see Note 5). Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At December 31, 2020 and 2019, the Company’s cash equivalents consisted primarily of money market funds. Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to 3 days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is reflected as customer funds payable in the accompanying Balance Sheets. Customer Postage Deposits The Company requires its customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability in the accompanying Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. For the years ended December 31, 2020, 2019 and 2018, there were no customers that individually accounted for 10% or greater of revenues or accounts receivable. Accounts Receivable, net The Company extends credit to its customers in the normal course of business. Trade accounts receivables are recorded at the invoice price. The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Bad debt is provided under the allowance method based on historical experience and management’s periodic evaluation of outstanding accounts receivable for each individual customer. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. Actual results could differ from these estimates. Receivables are charged against their respective allowance accounts when deemed to be uncollectible. Deferred Implementation and Other Costs For those arrangements in which implementation revenue is deferred and the Company determines that the direct costs of services are recoverable, such costs are deferred and subsequently expensed over the period the related implementation revenue is recognized, generally five years. For those arrangements for short term professional services statements of work (SOW’s) that are accounted for under contract accounting, the Company defers all direct costs allocable to the arrangement until the work is completed at which time the revenue and related expenses are recognized. Any losses would be recognized at the time such loss is known. All such amounts are included in the cost of subscription, transaction fees and services revenue in the accompanying statements of operations and comprehensive loss. Capitalized implementation costs amortized to cost of subscription, transaction and services expense in the accompanying statements of operations and comprehensive loss during the years ended December 31, 2020 and 2019, was $5,774 and $6,108, respectively. As of December 31, 2020, the Company had approximately $2,287 of current deferred implementation costs for amounts expected to be recognized in the next twelve months, and $3,444 of non-current deferred implementation costs for amounts expected to be recognized thereafter. As of December 31, 2019, the Company had approximately $2,839 of current deferred implementation costs for amounts expected to be recognized in the next twelve months, and $3,293 of non-current deferred implementation costs for amounts expected to be recognized thereafter. Inventory Inventory is comprised primarily of paper and envelope stocks. Inventories are stated at the lower of cost or net realizable value. Cost for substantially all of the Company’s inventories is determined on a specific identification or first-in, first-out basis. The Company periodically assesses the need for obsolescence provisions and determined that no obsolescence provision was necessary at December 31, 2020 and 2019. The inventory balance is included in other current assets in the accompanying Balance Sheets and amounted to $739 and $763 at December 31, 2020 and 2019, respectively. Property and Equipment, net Property and equipment are stated at cost, net of accumulated amortization and depreciation. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the related lease. Amortization of equipment held under capital leases is included in depreciation expense. The cost of additions and expenditures that extend the useful lives of existing assets are capitalized, while repairs and maintenance costs are charged to expense as incurred. Amortization and depreciation are recorded on a straight-line basis over the estimated useful lives or depreciation periods of the assets as follows: Assets held under capital leases – computer, print and mail equipment 3-5 years Computer, print and mail equipment 3-5 years Furniture and fixtures 3-15 years Software 3 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and definite lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives. There were no indicators of impairment of long-lived assets, including definite-lived intangible assets, for the years ended December 31, 2020, 2019 and 2018. Goodwill and Other Intangible Assets, net Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a purchase business combination. The Company accounts for its goodwill and other intangible assets under FASB ASC Topic 350 Intangibles - Goodwill and Other. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually as of October 1st of each year or whenever events or changes in circumstances indicate that the carrying value amount of these assets might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company has evaluated its acquired businesses and related operations in accordance with FASB ASC Topic 350, and has determined that such businesses constitute two reporting units. For the annual goodwill impairment, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to a reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. If the Company’s qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value. Besides goodwill, the Company has no other intangible assets with indefinite lives. During the Company’s annual impairment test of goodwill in 2020 and 2019, management performed a Step 0 qualitative assessment to determine whether it is more likely than not that the fair value of the reporting units are less than their carrying value. Based on this assessment the Company did not identify any indications of impairment, and no adverse events have occurred since the measurement date. Capitalized Software Development Costs The Company capitalizes certain development costs incurred in connection with software development for new products and services. Costs incurred in the preliminary stages of development are expensed as incurred. Once the software has reached the development stage, internal and external costs, if direct and incurred for adding incremental functionality to the Company’s platform, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. These software development costs are recorded as part of property and equipment. Capitalized software development costs are amortized on a straight-line basis to cost of revenues-subscription services over the technology’s estimated useful life, which is generally four years. During the years ended December 31, 2020 and 2019, the Company capitalized $578, and $899, respectively, in software development costs. The Company began amortizing a portion of software development costs associated with completion and use of a new product in 2019 and included approximately $415 and $128 in depreciation and amortization for the years ended December 31, 2020 and 2019, respectively. Costs incurred in the maintenance and minor upgrade and enhancement of the Company’s software platform without adding additional functionality are expensed as incurred. Accrued Expenses and Other Accrued expenses includes items for which vendor invoices have not been received, as well as accrued compensation (including commissions). For the year ended December 31, 2020, the Company had accrued expenses of $11,749, accrued compensation of $9,513, accrued professional services fees and other of $3,569 and accrued expenses associated with the Business Combination of $1,510, which are expected to be paid in the subsequent twelve months. For the year ended December 31, 2019 the Company had accrued expenses of $5,595, accrued compensation of $5,715 and accrued professional fees and other of $3,068. Business Combinations The Company applies the provisions of FASB ASC Topic 805, Business Combinations, in the accounting for its acquisitions. It requires the Company t |
Contingent Consideration (Q1)
Contingent Consideration (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Acquisitions [Abstract] | ||
Contingent Consideration | 3. Contingent Consideration The Company records contingent consideration in the accompanying condensed consolidated balance sheets related to acquisitions that have future payments due after the closing date. The following table presents the changes in the Company’s contingent consideration liabilities for the three months ended March 31, 2021 and 2020: Ending Balance December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration — Ending Balance March 31, 2020 (current and long-term liabilities) $ 1,066 Ending Balance December 31, 2020 (current and long-term liabilities) $ 660 Fair value adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 | 3. Acquisitions Second Phase On April 12, 2019, the Company entered into an Asset Purchase Agreement with Second Phase, LLC (“Second Phase APA”) and paid cash consideration of $6,335, net of cash acquired, to purchase 100% of the assets and assume certain liabilities of a business known as Second Phase, a business based in Colorado. Second Phase operates a SaaS platform that delivers customer eCommerce and Product Information Management (PIM) solutions for businesses that enables them to create web based platforms and other tools for efficiently accepting customer orders and promoting their products, integrating with information in their existing ERP. The Company accounted for the acquisition of Second Phase using the acquisition method of accounting in accordance with ASC 805. The process for estimating the fair values of identifiable intangible assets and certain intangible assets requires the use of management judgment, significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs and timing consistent with those assumptions used by a market participant. The aggregate purchase price of $8,532 consisted of: (i) cash paid at closing in April 2019, net of amounts acquired, of $6,335. (ii) $1,131 of deferred purchase price in the form of an interest bearing note payable at a rate of 2.52% per annum to the sellers, payable in principal of $750 and $500 on the one year and two year anniversary of the acquisition date, respectively, as a source for the satisfaction of indemnification obligations owed to the Company. The year one holdback amount was subsequently reduced for the first payout by amount of the post-closing working capital adjustments of $225, and the net amount of $524 was paid in cash in April 2020. (iii) earnouts in each of the first three full years commencing May 1, 2019, based on meeting certain recurring revenue growth and profitability targets. These annual earnouts are subject to a minimum profitability threshold, as defined in the Second Phase APA, and pay out a percentage of the growth in recurring subscription revenue from the prior annual period, less the defined minimum profitability threshold. Additionally, the sellers were entitled to a new customer earnout for 2019 based on the cumulative monthly subscription value for new customer contracts signed during 2019. The earnouts were recorded at their fair value of $1,066, using a Monte-Carlo simulation methodology as of the acquisition date on the revenues and profitability metric, using risk adjusted growth rates and volatility of 9.6% for revenue and 33% for the profitability metric. In the final allocation of the purchase price, which is set forth below, the Company recognized $4,877 of goodwill which arose primarily from the synergies in its business and the assembled workforce. The goodwill is deductible for US income tax purposes. Second Phase’s operating results have been included in the Company’s operating results from and after the date of the acquisition. In connection with the Second Phase acquisition, the Company incurred $265 of acquisition related costs, which are included in general and administrative expenses in the 2019 Statement of Operations. The allocation of the Second Phase acquisition purchase price as of April 2019 was as follows: Other current assets $ 499 Property and equipment 30 Customer relationships 2,360 Technology 740 Non-compete agreements 720 Tradename 160 Goodwill 4,877 Other current liabilities (54 ) Deferred revenue liability (800 ) Total purchase price $ 8,532 The revenues and earnings of the acquired business have been included in the Company’s results since the acquisition date and are not material to the Company’s financial results. Pro forma results of operations for this acquisition have not been presented as the financial impact on the Company’s financial statements would not be material. Credit2B On April 19, 2018, the Company paid aggregate cash consideration of $16,500 to purchase the assets and assume certain liabilities of a business known as Credit2B, which provides technology for use by businesses for credit decisioning, credit scoring, credit monitoring and automated credit applications. The Company accounted for the acquisition of Credit2B using the acquisition method of accounting in accordance with ASC 805. The process for estimating the fair values of identifiable intangible assets and certain intangible assets requires the use of management judgment, significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs and timing consistent with those assumptions used by a market participant. The aggregate purchase price of $16,278 was paid in cash at closing in April 2018 (of which $825 was held in escrow for 12 months from the date of the acquisition as a source for the satisfaction of indemnification obligations owed to the Company, which was released in full to the seller in April 2019), net of working capital adjustments of $222 which were paid in November 2018. There were no earnouts or other contingent consideration involved in the transaction. In connection with the Credit2B acquisition, the Company incurred $116 of acquisition related costs, which are included in general and administrative expenses in the 2018 Statement of Operations. In the final allocation of the purchase price, which is set forth below, the Company recognized $13,714 of goodwill which arose primarily from the synergies in its business and the assembled workforce. The goodwill is deductible for US income tax purposes. Credit2B’s operating results have been included in the Company’s operating results from and after the date of the acquisition. The allocation of the Credit2B acquisition purchase price as of April 2018 was as follows: Other current assets $ 615 Property and equipment 56 Customer relationships 2,100 Technology 800 Non-compete agreements 710 Tradename 10 Goodwill 13,714 Other current liabilities (403 ) Deferred revenue liability (1,324 ) Total purchase price $ 16,278 Contingent Consideration The Company records contingent consideration in the accompanying Balance Sheets related to acquisitions that have future payments due after the closing date. The following table presents the changes in the Company’s contingent consideration liabilities for the years ended December 31, 2020 and 2019: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 |
Business Combination (Q1)
Business Combination (Q1) | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions [Abstract] | |
Business Combination | 4. Business Combination Closing of Business Combination, Accounted for as a Reverse Recapitalization On January 12, 2021, Billtrust consummated the previously announced Business Combination pursuant to the Agreement dated October 18, 2020 and amended as of December 13, 2020. As a result of the Agreement, Billtrust stockholders received aggregate consideration with a value equal to $1,190 million, which consists of: i. Approximately $90 million in cash to certain Billtrust shareholders who elected to receive cash for shares of Billtrust common stock at Closing of the Business Combination, accounted for as a reverse recapitalization, and ii. Approximately $1,099 million in South Mountain Class A and Class C Common Stock at Closing of the Business Combination, accounted for as a reverse recapitalization, or 109,944,090 shares (including 15,175,967 shares issuable pursuant to outstanding vested and unvested options from the 2003 and 2014 Plans), converted at an exchange ratio of 7.2282662 shares per share of Legacy Billtrust common stock (the “Conversion Rate”), based on an assumed share price of $10.00 per share. As of the completion of the Business Combination, accounted for as a reverse recapitalization, on January 12, 2021, the merged companies - BTRS Holdings Inc. and subsidiaries, had the following outstanding securities: i. approximately 138,728,373 shares of Class 1 Common Stock, including 2,375,000 shares to prior South Mountain shareholders that are subject to the vesting and forfeiture provisions based upon the same share price targets described below in the First Earnout and Second Earnout. During the first quarter of 2021, all of these shares were vested. ii. approximately 6,537,735 shares of Class 2 Common Stock; and iii. 12,500,000 warrants, each exercisable for one share of Class 1 Common Stock at a price of $11.50 per share (the “Warrants” or “Public Warrants”, see Note 10) iv. In connection with the Merger, each issued and outstanding South Mountain Class A and Class B share was converted into 1.0 shares of Class 1 Common Stock of the Company. v. In connection with the Merger, all 6,954,500 private placement warrants of South Mountain were cancelled and are no longer outstanding. Immediately prior to the Closing, each issued and outstanding share of Legacy Billtrust preferred stock converted into equal shares of Legacy Billtrust common stock. At the effective time of the Business Combination (the “Closing”), each stockholder of Legacy Billtrust received 7.2282662 shares of the Company’s Class 1 common stock, par value $0.0001 per share (the “Class 1 Common Stock” or “Common Stock”), for each share of Legacy Billtrust common stock, par value $0.001 per share, that such stockholder owned, except for one investor who requested to receive shares of Class 2 Common Stock, which is the same in all respects as Class 1 Common Stock except it does not have voting rights. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 575,000,000 shares, of which 538,000,000 shares were designated Class 1 Common Stock; 27,000,000 shares were designated Class 2 Common Stock, $.0001 par value per share (“Class 2 Common Stock”); and 10,000,000 shares were designated preferred stock, $0.0001 par value per share. 20,000,000 newly-issued shares of Common Stock were issued (such purchases, the “PIPE” concurrently with the completion of the Business Combination (the “Closing”) on the Closing Date for an aggregate purchase price of $200 million. In connection with the Closing, 9,005,863 shares of common stock were repurchased for cash from Legacy Billtrust shareholders (after conversion) at a price per share of $10.00. Additionally, in connection with a previous loan agreement in July 2014, the Company issued a lender a warrant to purchase shares of the Company’s Series C Preferred stock. In connection with Business Combination, the warrant was exercised and converted into 85,004 shares of Common Stock. The following table reconciles the elements of the Business Combination, accounted for as a reverse recapitalization, to the condensed consolidated statement of cash flows and the consolidated statement of changes in redeemable preferred stock and stockholders’ equity for the period ended March 31, 2021: Reverse Recapitalization (in thousands) Cash - South Mountain (net of redemptions and non-contingent expenses) $ 240,670 Cash - PIPE investors 200,000 Cash electing shares of Legacy Billtrust shareholders (90,061 ) Less fees to underwriters and other transaction costs (20,200 ) Net cash received from reverse recapitalization 330,409 Net assets acquired and other adjustments 255 Net contributions from reverse recapitalization $ 330,664 The number of shares of Class 1 and Class 2 common stock of BTRS Holdings Inc. issued immediately following the consummation of the Business Combination, accounted for as a reverse recapitalization, is summarized as follows: Number of Shares Common Stock outstanding prior to Business Combination 25,000,000 Shares from South Mountain Founder Shares 5,500,000 Less redemption of South Mountain Shares (2,015 ) Number of Shares Common Stock of South Mountain 30,497,985 Shares issued from PIPE 20,000,000 Less: Shares of Legacy Billtrust shareholders purchased for cash (9,005,863 ) Recapitalization shares 41,492,122 Legacy Billtrust stockholders 103,773,986 Total Shares 145,266,108 Following the closing of the Merger, holders of Billtrust common stock (including all redeemable preferred shareholders whose shares were converted into common stock at the closing of the Merger) and holders of stock options and restricted stock pursuant to the 2003 Plan and the 2014 Plan (as defined in the Business Combination Agreement, as amended) had the contingent right to receive, in the aggregate, up to 12,000,000 shares of Common Stock if, from the closing of the Merger until the fifth anniversary thereof, the average closing price of BTRS Holdings Inc. Common Stock exceeds certain thresholds. The first issuance of 6,000,000 earnout shares is based on the volume-weighted average price of Common Stock exceeding $12.50 for any 20 trading days within any 30 trading day period (the “First Earnout”). The second issuance of 6,000,000 earnout shares is based on the volume weighted average price of Common Stock exceeding $15.00 for any 20 trading days within any 30 trading day period (the “Second Earnout”) (collectively the “Earnout Shares”). Subsequent to the closing of the Merger, the earnout price of Common stock was met, and the 10,917,736 shares of Class 1 and Class 2 common stock associated with attainment of the First Earnout and the Second Earnout thresholds were issued in the first quarter of 2021. The difference in the Earnout Shares issued and the aggregate amounts defined in the Merger Agreement above are primarily attributable to 836,208 unissued shares reserved for future issuance to holders of unvested options in the form of restricted stock units, or RSU’s (the “Earnout RSU’s”), which are subject to the same vesting terms and conditions as the underlying unvested stock options, and are not replacement awards. Additionally, approximately 246,056 shares of common stock were withheld from employees to satisfy the mandatory tax withholding requirements, for which the company remitted cash of $4,013 to the appropriate tax authorities. The Company has determined that the earnout shares issued to non-employee shareholders and to holders of BTRS Holdings Inc. common stock and vested options from the 2003 Plan and 2014 Plan do not meet the criteria for equity classification under ASC 815-40. These earnout shares were initially measured at fair value upon closing of the Business Combination, using a Monte Carlo simulation (using the same assumptions as Earnout RSUs discussed below) resulting in a fair value of $16.80 per share, and recorded as a liability, along with estimated withholding taxes, of $191,095. Upon the attainment of the share price targets in the first quarter of 2021, since all earnout shares were determined to be liability classified, the earnout shares were remeasured at fair value through the date the First Earnout and Second Earnout were achieved, with a corresponding other expense of $8,246 for the increase in the fair value from the date the Business Combination closed. Additionally, the prior holders of South Mountain stock agreed that of their existing issued and outstanding shares of Class 1 common stock as of the Closing Date, 2.375 million shares of would be subject to vesting conditions based upon the same price milestones in the First Earnout (1.1875 million shares) and Second Earnout (1.1875 million shares) as discussed above (“Sponsor Vesting Shares”). The Company determined that the Sponsor Vesting Shares do not meet the criteria for equity classification under ASC 815-40. These shares were initially measured at fair value upon closing of the Business Combination and recorded as a liability of $39,900. Upon the attainment of the share price targets in the first quarter of 2021, since all Sponsor Vesting Shares were determined to be liability classified, the earnout shares were remeasured at fair value through the date the First Earnout and Second Earnout were achieved, with a corresponding other expense of $1,780 for the increase in the fair value from the date the Business Combination closed. The liability associated with the Earnout Shares delivered to the equity holders and the Vesting Shares that vested upon achievement of the First Earnout and Second Earnout during the first quarter of 2021 were then reclassified to equity as shares issued, with the appropriate allocation to common stock at par value and additional paid-in capital. Below is a reconciliation of the liability balance at the Closing Date and the changes therein for the three months ended March 31, 2021: Earnout Shares Sponsor Vesting Shares Total Fair value on Closing Date $ 191,095 $ 39,900 $ 230,995 Change in fair value during the period (included in Other expense) 8,246 1,780 10,026 Amount paid for tax withholding (4,013 ) — (4,013 ) Amount reclassified to equity (195,328 ) (41,680 ) (237,008 ) Ending balance $ — $ — $ — For the Earnout RSU’s issuable based on the amount of the unvested options, the Company has determined that they are subject to stock-based compensation expense under ASC 718, and therefore, there was no impact as of the date the Business Combination was closed and the fair value of the Earnout RSU’s were determined based on a valuation using a Monte Carlo simulation, along with the stock price on the Closing Date of $16.80, a risk free rate of 0.5%, and a volatility rate of 42%. Subsequently, stock compensation expense has been recorded over the vesting period of the Earnout RSU’s, which totaled $2,171 for the three months ended March 31, 2021, and is included in operating expenses and cost of subscription, transaction and services in the accompany condensed consolidated statements of operations and comprehensive loss. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contracts with Customers [Abstract] | ||
Revenue from Contracts with Customers | 5. Revenue from Contracts with Customers Contract Balances The timing of revenue recognition, billings and collections may result in billed account receivables and customer advances and deposits (contract liabilities). The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 25% to 100% of total contract consideration upon signing and receipt of an invoice or within 30 days, depending upon the solution and negotiated terms. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The amount of revenue recognized during the three months ended March 31, 2021 and 2020 that were included in the deferred revenue balance at the beginning of the period was $6,665 and $1,300, respectively, including $2,470 related to the acceleration of previously paid and deferred revenue from a customer who terminated during the first quarter of 2021. Remaining Performance Obligations On March 31, 2021, the Company had approximately $30.5 million of remaining performance obligations that are unsatisfied (or partially unsatisfied), primarily from multi-year contracts for the Company’s services, which includes both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 96% of its remaining performance obligations as revenue in within the next 3 years, and the remainder thereafter. The Company applies the practical expedient and excludes a) information about remaining performance obligations that have an original expected duration of one year or less and b) transaction price allocated to unsatisfied performance obligations for which variable consideration is 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 the series guidance. | 4. Revenue from Contracts with Customers Contract Balances The timing of revenue recognition, billings and collections may result in billed account receivables and customer advances and deposits (contract liabilities). The Company’s payment terms and conditions vary by contract type, although terms generally include a requirement of payment of 25% to 100% of total contract consideration upon signing and receipt of an invoice or within 30 days, depending upon the solution and negotiated terms. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The amount of revenue recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period was $11.9 million. The amount of revenue recognized during the year ended December 31, 2019 that was included in the deferred revenue balance at the beginning of the period was $10.4 million. Remaining Performance Obligations On December 31, 2020, the Company had approximately $33.2 million of remaining performance obligations that are unsatisfied (or partially unsatisfied), primarily from multi-year contracts for the Company’s services, which includes both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 90% of its remaining performance obligations as revenue in within the next three years, and the remainder thereafter. The Company applies the practical expedient and excludes a) information about remaining performance obligations that have an original expected duration of one year or less and b) transaction price allocated to unsatisfied performance obligations for which variable consideration is 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 the series guidance. |
Fair Value Measurements (Q1)
Fair Value Measurements (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3: Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of March 31, 2021 and December 31, 2020 : March 31, 2021 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 261,013 $ 261,013 $ — $ — Short-term investments 25,000 25,000 — — Restricted Cash 2,914 2,914 — — $ 288,927 $ 288,927 $ — $ — Liabilities: Contingent consideration (2) $ 370 $ — $ — $ 370 $ 370 $ — $ — $ 370 December 31, 2020 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 14,642 $ 14,642 $ — $ — Restricted Cash 3,277 3,277 — — $ 17,919 $ 17,919 $ — $ — Liabilities: Contingent consideration (2) $ 660 $ — $ — $ 660 Warrants to purchase Series C Preferred stock (3) 1,172 — — 1,172 $ 1,832 $ — $ — $ 1,832 (1) As of March 31, 2021 and December 31, 2020, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. (2) The Company’s business acquisition of Second Phase is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at March 31, 2021 was based on management’s expectations of the achievement of targets related to the contingent consideration. (3) As of December 31, 2020, the Company had outstanding warrants to purchase Series C stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $94.22; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. The warrants were exercised and subsequently converted to common stock as part of the Business Combination and are not outstanding as of March 31, 2021. Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the periods ended March 31, 2021 and December 31, 2020: Warrants Liability: Ending balance, December 31, 2020 $ 1,172 Change in fair value (1) 256 Exercise of Series C warrants (1,428 ) Ending balance, March 31, 2021 $ — Contingent Consideration: Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 Adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. | 5. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three-tiers are defined as follows: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3: Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of December 31, 2020 and 2019: December 31, 2020 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 14,642 $ 14,642 $ — $ — Short-term investments — — — — Restricted Cash 3,277 3,277 — — $ 17,919 $ 17,919 $ — $ — Liabilities: Contingent consideration (2) $ 660 $ — $ — $ 660 Warrants to purchase Series C Preferred stock (3) 1,172 — — 1,172 $ 1,832 $ — $ — $ 1,832 December 31, 2019 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 4,736 $ 4,736 $ — $ — $ 4,736 $ 4,736 $ — $ — Liabilities: Contingent consideration (2) $ 1,066 $ — $ — $ 1,066 Warrants to purchase Series C Preferred stock (4) 246 — — 246 $ 1,312 $ — $ — $ 1,312 (1) As of December 31, 2020 and 2019, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. (2) The Company’s business acquisition of Second Phase (discussed in Note 3) is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at December 31, 2020 was based on management’s expectations of the achievement of targets related to the contingent consideration. (3) As of December 31, 2020, the Company had outstanding warrants to purchase Series C Preferred stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $13.03; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. (4) As of December 31, 2019, the fair value of the warrants to purchase Series C Preferred stock was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $3.81; term of 4.5 years; risk-free rate of 1.67%; volatility of 47%; and a dividend yield of 0.0%. Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3) The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the years ended December 31, 2020 and 2019: Warrants Liability: Ending balance, December 31, 2018 $ 234 Change in fair value (1) 12 Ending balance, December 31, 2019 $ 246 Change in fair value (1) 926 Ending balance, December 31, 2020 $ 1,172 Contingent Consideration: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets, net [Abstract] | ||
Goodwill and Intangible Assets, net | 7. Goodwill and Intangible Assets, net The following table represents the changes in goodwill: Ending balance, December 31, 2020 $ 36,956 Changes during the three months ended March 31, 2021 — Ending balance, March 31, 2021 $ 36,956 All of our goodwill is attributable to our Software and Payments segment as of March 31, 2021. The gross carrying value, accumulated amortization, and net carrying value of intangible assets as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (9,111 ) $ 7,239 Non-compete agreements 1,430 (702 ) 728 Trademarks and trade names 160 (53 ) 107 Technology 1,540 (636 ) 904 Total $ 19,480 $ (10,502 ) $ 8,978 December 31, 2020 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 1,460 (660 ) 800 Trademarks and trade names 160 (47 ) 113 Technology 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 Aggregate amortization expense for identified intangible assets with definite useful lives for the three months ended March 31, 2021 and 2020 amounted to $556 and $557, respectively, and are included in Depreciation and Amortization in the accompanying Statements of Operations and Comprehensive Loss. Estimated amortization expense for the next five years and thereafter as of March 31, 2021 is as follows: remainder of 2021 $ 1,269 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 8,978 | 6. Goodwill and Intangible Assets, net The following table represents the changes in goodwill: Ending balance, December 31, 2018 $ 32,079 Additions from acquisition 4,877 Ending balance, December 31, 2019 $ 36,956 The increase in the carrying amount of goodwill of $4,877 in 2019 was attributable to the acquisition of Second Phase. There carrying value of goodwill as of December 31, 2020 was unchanged from the prior year. All of our goodwill is attributable to our Software and Payments segment as of December 31, 2020 and 2019. The weighted average useful life, gross carrying value, accumulated amortization, and net carrying value of intangible assets as of December 31, 2020 and 2019 are as follows: December 31, 2020 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 12.2 years $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 5.0 years 1,460 (660 ) 800 Trademarks and trade names 6.0 years 160 (47 ) 113 Technology 6.0 years 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 December 31, 2019 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 11.4 years $ 21,340 $ (12,037 ) $ 9,303 Non-compete agreements 5.4 years 1,860 (768 ) 1,092 Trademarks and trade names 6.6 years 350 (210 ) 140 Technology 6.0 years 4,724 (3,499 ) 1,225 Total $ 28,274 $ (16,514 ) $ 11,760 Aggregate amortization expense for identified intangible assets with definite useful lives for the year ended December 31, 2020, 2019 and 2018 amounted to $2,226, $3,214 and $3,919, respectively, and are included in Depreciation and Amortization in the accompanying Statements of Operations and Comprehensive Loss. During 2020, amounts that were fully amortized were removed from the Company’s records resulting in no net impact to the Company’s financial statements. Estimated amortization expense for the next five years and thereafter as of December 31, 2020 is as follows: 2021 $ 1,825 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 9,534 |
Property and Equipment, net (Q1
Property and Equipment, net (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, net [Abstract] | ||
Property and Equipment, net | 8. Property and Equipment, net Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Assets held under capital leases – computer, print and mail equipment and software $ 3,784 $ 3,752 Computer, print and mail equipment 8,293 7,998 Furniture and fixtures 4,073 4,073 Leasehold improvements 12,133 12,120 Software 1,437 1,437 Vehicles 115 115 Internal software development 2,759 2,644 Construction in progress 157 79 32,751 32,218 Less: accumulated depreciation and amortization (16,371 ) (15,568 ) Total $ 16,380 $ 16,650 Depreciation and amortization expense of property and equipment was $803 and $854 for the three months ended March 31, 2021 and 2020, respectively, and includes $60 and $75 relating to software and $60 and $66 relating to print equipment during the three months ended March 31, 2021 and 2020 respectively, for property and equipment used in the Company’s print facilities. Included in accumulated depreciation and amortization as of March 31, 2021 and December 31, 2020, respectively, is $3,576 and $3,519 related to assets held under capital leases, including amounts for equipment that was subsequently purchased at the end of the lease term. The Company had no write-offs or material disposals of fixed assets during three months ended March 31, 2021 and 2020. | 7. Property and Equipment, net Property and equipment, net consists of the following as of December 31 of each year: 2020 2019 Assets held under capital leases – computer, print and mail equipment and software $ 3,752 $ 3,746 Computer, print and mail equipment 7,998 7,043 Furniture and fixtures 4,073 4,040 Leasehold improvements 12,120 12,071 Software 1,437 1,349 Vehicles 115 115 Internal software development 2,644 2,067 Construction in progress 79 24 32,218 30,455 Less: accumulated depreciation and amortization (15,568 ) (12,170 ) Total $ 16,650 $ 18,285 Depreciation and amortization expense of property and equipment was $3,398, $2,667 and $2,122 in 2020, 2019 and 2018, respectively, and includes $305, $234 and $125 relating to software and $290, $182 and $249 relating to print equipment in 2020, 2019 and 2018 respectively, for property and equipment used in the Company’s print facilities. Included in accumulated depreciation and amortization as of December 31, 2020, 2019 and 2018, respectively, is $3,519, $3,183 and $2,854 related to assets held under capital leases, including amounts for equipment that was subsequently purchased at the end of the lease term. During 2019, the Company had write-offs of $165 of fully depreciated assets that were no longer in service. The Company had no write-offs or material disposals of fixed assets during 2020 and 2018. |
Current and Long-Term Debt an_2
Current and Long-Term Debt and Capital Lease Obligations (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Current and Long-Term Debt and Capital Lease Obligations [Abstract] | ||
Current and Long-Term Debt and Capital Lease Obligations | 9. Current and Long-Term Debt and Capital Lease Obligations Current and long-term debt and capital lease obligations consist of the following: March 31, 2021 December 31, 2020 Term Loan $ — $ 44,663 Unamortized debt issuance costs — (1,234 ) Revolving Facility Line of Credit — — Capital lease obligations 212 246 Subtotal 212 43,675 Less: current portion, net of unamortized debt issuance costs (170 ) (380 ) $ 42 $ 43,295 2020 Financing Agreement On January 17, 2020, the Company entered into a Financing Agreement with TPG Specialty Lending, Inc. (“TSL”) as administrative agent and lender and Wells Fargo Bank, N.A. (“Wells”, and with TSL, the “2020 Lenders”) for a $72.5 million facility, secured by substantially all the assets of the Company (the “2020 Financing Agreement”). In connection therewith, the outstanding Term Loan and Revolver under the PacWest Bank Credit Agreement of $28.3 million was paid in full along with related interest and all liens released. Existing Letters of Credit of $2,854 issued by PacWest Bank remained outstanding as of the date of the transaction and were collateralized by cash of $2,914 which will be treated as restricted cash until the underlying Letters of Credit are released. The 2020 Financing Agreement consisted of the following facilities, all of which mature on January 17, 2025 (“Maturity Date”): (i) an Initial Term Loan of $45.0 million, which was drawn at closing and used to pay off the PacWest Bank Credit agreement. Principal payments on the Initial Term Loan are due in equal installments of 0.25% of the initial principal amount commencing June 30, 2020 and on the last business day of each quarter thereafter, with the remaining amount due on the Maturity Date (ii) a Delayed Draw Term Loan (“DDTL”) of up to $20.0 million, which is available to draw in minimum increments through July 17, 2021, which after drawn, cannot be repaid without permanently reducing the amount available. (iii) a Revolving Commitment facility (“Revolver”) of $7.5 million, including a sub-limit of up to $4.0 million for issuing additional letters of credit. The Revolver may be repaid and re-borrowed until the Maturity Date. The Initial Term Loan and DDTL may be prepaid from time to time by the Company. Once an amount is prepaid, it may not be reborrowed except for the Revolver. Prepayments are subject to a premium on the principal amount repaid of 3.0% in the first 24 months (2.25% in months 13 through 24 if a change in control occurs, as defined); 1.0% in months 25 to 36, and 0% thereafter. Mandatory prepayments are required upon the occurrence of certain events, as defined in the 2020 Financing Agreement. In connection with the Business Combination, on January 12, 2021, the Company repaid the entire amount due under the Initial Term Loan, along with a prepayment penalty, and extinguished the 2020 Financing Agreement. In connection therewith, unamortized debt discount of $1,234 and a prepayment penalty and associated costs of $1,575 were recorded as loss on debt extinguishment in interest expense in the accompanying statements of operations and comprehensive loss. Capital Leases In current and prior years, the Company entered into several equipment leases to finance equipment purchases, under which $212 remained outstanding as of March 31, 2021. These have been accounted for as capital leases. | 8. Current and Long-Term Debt and Capital Lease Obligations Current and long-term debt and capital lease obligations consist of the following as of December 31 of each year: December 31, 2020 2019 Term Loan $ 44,663 $ 5,833 Unamortized debt issuance costs (1,234 ) (67 ) Revolving Facility Line of Credit — 22,750 Capital lease obligations 246 502 Subtotal 43,675 29,018 Less: current portion, net of unamortized debt issuance costs (380 ) (876 ) $ 43,295 $ 28,142 2020 Financing Agreement On January 17, 2020, the Company entered into a Financing Agreement with TPG Specialty Lending, Inc. (“TSL”) as administrative agent and lender and Wells Fargo Bank, N.A. (“Wells”, and with TSL, the “2020 Lenders”) for a $72.5 million facility, secured by substantially all the assets of the Company (the “2020 Financing Agreement”). In connection therewith, the outstanding Term Loan and Revolver under the PacWest Bank Credit Agreement of $28.3 million was paid in full along with related interest and all liens released. Existing Letters of Credit of $3,154 issued by PacWest Bank remained outstanding as of the date of the transaction and were collateralized by cash of $3,274 which will be treated as restricted cash until the underlying Letters of Credit are released. The 2020 Financing Agreement consisted of the following facilities, all of which mature on January 17, 2025 (“Maturity Date”): (i) an Initial Term Loan of $45.0 million, which was drawn at closing and used to pay off the PacWest Bank Credit agreement. Principal payments on the Initial Term Loan are due in equal installments of 0.25% of the initial principal amount commencing June 30, 2020 and on the last business day of each quarter thereafter, with the remaining amount due on the Maturity Date (ii) a Delayed Draw Term Loan (“DDTL”) of up to $20.0 million, which is available to draw in minimum increments through July 17, 2021, which after drawn, cannot be repaid without permanently reducing the amount available. (iii) a Revolving Commitment facility (“Revolver”) of $7.5 million, including a sub-limit of up to $4.0 million for issuing additional letters of credit. The Revolver may be repaid and re-borrowed until the Maturity Date. The Initial Term Loan and DDTL may be prepaid from time to time by the Company. Once an amount is prepaid, it may not be reborrowed except for the Revolver. Prepayments are subject to a premium on the principal amount repaid of 3.0% in the first 24 months (2.25% in months 13 through 24 if a change in control occurs, as defined); 1.0% in months 25 to 36, and 0% thereafter. Mandatory prepayments are required upon the occurrence of certain events, as defined in the 2020 Financing Agreement. The Company incurred certain fees to the Lenders in connection with the 2020 Financing Agreement, including an upfront facility fee of 1.50% of the principal amount of the Initial Term Loan and Revolver, and 0.75% of the DDTL (with another 0.75% due if any funding occurs under the DDTL), and legal and due diligence costs of the 2020 Lenders and the Company. On a quarterly basis, a commitment fee of 0.50% per annum is payable to the 2020 Lenders on the unfunded amount of the Revolver and DDTL, computed on a daily basis. Interest is incurred on the 2020 Financing Agreement based on the Company’s periodic election of either: (i) LIBOR (or equivalent) rate, for a 1 month, 2 month or 3 month period, at an interest rate per annum of the relevant LIBOR rate for the selected period, with a floor of 1.50%, plus the Applicable Margin of 7.00% per annum. The minimum rate for LIBOR loans is 8.50%. (ii) Base Rate - defined as the greater of (a) the Prime rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, (c) the Adjusted LIBOR Rate, or (d) 4.00%, plus the Applicable Margin of 6.00% per annum. The minimum rate for Base Rate loans is 10.00%. The Financing Agreement contains typical reporting and related covenants, as well as financial covenants. The financial covenants based on the most recent quarter’s annualized recurring revenue, which increases from $78.0 million as of March 31, 2020 to $125.0 million as of December 31, 2023 through the Maturity Date. Additionally, there is a Minimum Liquidity covenant based on the unrestricted cash balance plus availability under the Revolver, which must exceed the greater of (i) $5.0 million or (ii) the Cash Burn, as defined, for the prior six month period as of the last quarterly reporting date. As noted in Note 15, subsequent to December 31, 2020, the Company repaid the entire amount due under the Initial Term Loan, along with a prepayment penalty, and extinguished the entire 2020 Financing Agreement. Loan Agreement and Credit Agreement In prior years, the Company entered into a loan and security agreement (“the Loan Agreement”) with Square 1 Bank, which was a subsidiary of and subsequently renamed to Pacific Western Bank (“Square 1 Bank” or “PacWest Bank”) in 2019. From time to time the Loan Agreement was amended mainly to provide for additional borrowing capacity in the form of term loans and increased borrowing limits. In connection with an amended Loan Agreement, in July 2014, the Company issued to PacWest Bank a warrant to purchase 105,005 shares of the Company’s Series C Preferred stock (which converted into common stock in connection with the Merger — see Note 15) with an exercise price $1.91 per share and an expiration date of July 10, 2024. The warrant is exercisable in whole or in part at any time, and automatically converts to Series C Preferred stock in a cashless conversion if not exercised prior to the expiration date. The warrants issued to PacWest Bank for the purchase of Preferred stock have been included in other liabilities due to the contingently redeemable terms of the underlying Preferred stock, and are being remeasured at each reporting period with changes to fair value reflected in other income (expense) in the Statements of Operations and Comprehensive Loss, which totaled expense of $(926), $(12) and $(54) in 2020, 2019 and 2018, respectively. On October 19, 2017, the prior Loan Agreement was modified and a new Senior Syndicated Credit Agreement (“Credit Agreement”) was entered into with PacWest Bank as Agent, and another bank as loan party (collectively, the “Lenders”). The initial aggregate borrowing limit was $40,000, with the option to increase to $50,000 upon certain conditions and approvals from the Banks. The Credit Agreement contained a Revolving Facility of up to $40,000 that was to mature in October 2020, and an initial $10,000 term loan maturing on October 18, 2021. The Company incurred certain fees to the Lenders including a 0.25% Commitment fee, and along with other fees which were recorded as deferred financing costs and amortized to interest expense over the term of the Term Loan. The Revolving Facility and Term Loan interest rates were tiered based on Liquidity (defined as cash on hand plus Availability under the Revolving Facility), ranging from Prime plus 0.75% to 1.00% for the Revolving Facility and the Prime Rate plus 1.00% to 1.25% for the Term Loan. Principal payments under the Term Loan commenced in October 2018 equally over a 36 month period. As of December 31, 2019, the interest rate on the Term Loan was 6.00% and the interest rate on the Revolving Facility was 5.75%. The terms of the Credit Agreement, as amended, allow for a limit of $5,000 for Ancillary Services, of which the Company had issued on its behalf Letters of Credit in the aggregate amount of $3,104 and $3,185 as of December 31, 2020 and December 31, 2019, respectively in lieu of security deposits related primarily to the Company’s leases. The issued letters of credit as of December 31, 2020 are collateralized by cash deposits held at PacWest Bank and are presented as restricted cash in the accompanying balance sheets. The Credit Agreement was collateralized by all of the assets of the Company, except assets under capital leases, customer funds and all intellectual property now or ever owned by the Company. Covenant Compliance As required under the 2020 Financing Agreement and the prior Credit Agreement, the Company is required to maintain certain financial and operating performance metrics targets as defined in each agreement. At December 31, 2020 and 2019, the Company was in compliance with its required debt covenants. In January 2020, the Company extinguished the Credit Agreement as part of a refinancing. Since the Company paid off the Loan Agreement in full in January 2020 and replaced it with long term debt that exceeded the amount outstanding, all amounts were classified as long-term debt in the accompanying Balance Sheet as of December 31, 2019, except for the amounts that would be due in 2020 under the new 2020 Financing Agreement. Future minimum principal payments due for amounts outstanding under the Credit Facility at December 31, 2020, were as follows. 2021 $ 450 2022 450 2023 450 2024 450 2025 42,863 Thereafter — Total $ 44,663 The Company determines that Loan Agreement is classified as Level 2 and the relevant fair value approximates its carrying amount since it bears interest at rates that approximate current market rates. Capital Leases In current and prior years, the Company entered into several equipment leases to finance equipment purchases, under which $246 remained outstanding as of December 31, 2020. These have been accounted for as capital leases. |
Stockholders' Equity, Warrants
Stockholders' Equity, Warrants and Redeemable Preferred Stock (Q1) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity, Warrants and Redeemable Preferred Stock [Abstract] | |
Stockholders' Equity, Warrants and Redeemable Preferred Stock | 10. Stockholders’ Equity, Warrants and Redeemable Preferred Stock The Company issued various shares of Series A through E of preferred stock from various investors from 2006 through 2017. All of the preferred stock equity investments were recorded based on the proceeds received from the sales, which the Company considers to approximate its fair value at the date of each transaction, as agreed between the parties to the transaction. Direct costs incurred in connection with each transaction were accounted for as a reduction in the proceeds of the Preferred stock as a discount. The stock issuance costs associated with the various preferred stock investments are amortized as part of the accretion of the carrying amount of the Preferred stock to each series full redemption amount over a 5-year period from each issuance date, pursuant to FASB ASC Topic 480-10. Public Warrants In connection with the Business Combination, Billtrust assumed the publicly traded warrants (“Public Warrants”) that had previously been issued by South Mountain. The Public Warrants may only be exercised for a whole number of shares of Common Stock at a price of $11.50 per share. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Following the closing of the Business Combination, the Company filed with the SEC a registration statement that was declared effective in February 2021 covering the issuance of the shares of Class 1 common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class 1 common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company determined 1) the Public Warrants meet the definition of a derivative pursuant to ASC 815 2) the Public Warrants are indexed to the Company’s common stock pursuant to ASC 815-40-15-7, and 3) the Public Warrants meet all other criteria for equity classification pursuant to ASC 815-40. Therefore, the Public Warrants are accounted for within stockholders’ equity as a component of additional paid-in capital as of the Merger date. As part of this assessment, it was concluded only events that would constitute a fundamental change of ownership could require the Company to settle the warrants for cash. |
Incentive Compensation Plans (Q
Incentive Compensation Plans (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Incentive Compensation Plans [Abstract] | ||
Incentive Compensation Plans | 11. Incentive Compensation Plans Incentive Compensation Plans The Company adopted the 2003 Stock Incentive Plan, as amended (the “2003 Plan”). The 2003 Plan provides for the granting of stock-based awards, including options and restricted stock to its employees, directors, advisers and consultants. In 2014, the 2003 Plan expired and the Company adopted the 2014 Incentive Compensation Plan (the “2014 Plan”). In connection with the Business Combination, the 2003 Plan and 2014 Plans were frozen and no further grants will be made pursuant to those plans, although all outstanding options were converted to options of the Company using the Conversion Rate applied to the number of options and original exercise price, and continue to vest based upon their original terms. As part of the Business Combination, the shareholders of the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). The shareholders and board of directors authorized the issuance of up to 14,526,237 shares of common stock to be granted pursuant to the 2020 Plan in the form of options, restricted stock, RSU’s, stock appreciation rights, performance awards or other awards. Additionally, the shareholders and board of directors authorized the issuance of 1,452,623 shares of common stock pursuant to the 2020 ESPP. Such aggregate number of shares of common stock subject to the 2020 Plan and the 2020 ESPP will automatically increase on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to four percent (for the 2020 Plan) and one percent (for the ESPP) of the total number of shares of the Company’s class 1 and class 2 common stock outstanding on December 31 of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of common stock. During the three months ended March 31, 2021, no shares were granted or issued pursuant to the 2020 ESPP, but the Company granted an aggregate of 8,114,196 stock options (including 462,596 under the 2014 Plan and 7,651,600 under the 2020 Plan), with weighted average exercise prices of $16.74 per share. The determination of the fair value of the options granted during the three months ended March 31, 2021 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: 2021 2020 Risk-free interest rate 0.64% - 1.12 % 1.57% - 1.73 % Dividend yield — % — % Volatility factor of the expected market price of the Company’s common stock 41.56% - 41.62 % 39.44% - 39.93 % Expected life of option 5.5 years 6.9 years The weighted average grant-date fair value of the options granted during the three months ended March 31, 2021 was $6.52 per option. As of March 31, 2021, there was approximately $41,744 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 3.2 years. At March 31, 2021, an aggregate of 8,040,902 shares were authorized for future grants under the Company’s 2020 Plan. The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the for the three months ended March 31, 2021 and 2020, as follows: 2021 2020 Cost of subscription, transaction and other revenue $ 443 $ 33 Research and development 1,223 100 Sales and marketing 1,333 74 General and administrative 5,827 274 $ 8,826 $ 481 Restricted Stock Units In connection with the Business Combination, and authorized as part of the 2020 Plan, the Company may issue RSUs to certain employees and nonemployee board members. During the three months ended March 31, 2021, the Company granted an aggregate of 836,208 RSUs with a weighted grant-date fair value of $16.80 per unit in connection with the First Earnout and the Second Earnout (the “Earnout RSUs”), as further discussed in. The fair value of the RSUs was estimated based upon the market closing price of the Company’s common stock on the date of grant. The Earnout RSUs vest over the requisite service period, which range between 1 month and 4 years from the date of grant, subject to the continued employment of the employees and services of the nonemployee board members. As of March 31, 2021, the total unamortized stock-based compensation expense related to the unvested RSUs was $12,415, which the Company expects to amortize over a weighted-average period of 2.7 years. Defined Contribution Benefit Plan The Company sponsors a 401(k) defined contribution benefit plan. Participation in the plan is available to substantially all employees. Company contributions to the plan are discretionary. The Company generally makes matching contributions of one-half of the first 6% of employee contributions, which totaled $497 and $352 for the three months ended March 31, 2021 and 2020, respectively, and are subject to vesting requirements based on four years of continuing employment. | 9. Incentive Compensation Plans Incentive Compensation Plans The Company adopted the 2003 Stock Incentive Plan, as amended and reapproved (together, the “2003 Plan”). The 2003 Plan provides for the granting of stock-based awards, including options and restricted stock to its employees, directors, advisers and consultants. The Board of Directors of the Company administers the 2003 Plan, awards grants and determines the terms of such grants at its discretion. In 2014, the 2003 Plan expired and the Company adopted the 2014 Incentive Compensation Plan (the “2014 Plan”). The Board of Directors of the Company shall administer the 2014 Plan until such time as an underwriting agreement is executed and priced in connection with an initial public offering of the common stock of the Company (Underwriting Date). Effective on the Underwriting Date, a committee of independent directors shall have the exclusive authority to administer the 2014 Plan, and the number and/or value of the awards granted and/or exercisable become subject to certain limitations. Additionally, upon a change of control, vesting and exercisability of the awards may be accelerated, subject to certain restrictions. The 2014 Plan specifies three separate equity incentive programs - a Discretionary Grant Program for stock options or tandem stock appreciation rights; a Stock Issuance Program which allows for restricted stock awards or restricted stock units; and an Incentive Bonus Program for performance unit awards and special cash incentives. The Discretionary Grant Program, under which eligible persons may be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock, includes incentive options that may only be granted to employees. The aggregate fair market value of the shares of common stock (determined as of the grant date) that may for the first time become exercisable during any one calendar year shall not exceed $100,000. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the exercise price per share shall not be less than 110% of the Fair Market Value per share of Common Stock on the option grant date, and the option term shall not exceed 5 years measured from the option grant date. The Company granted incentive stock options under the 2014 Plan during 2019 and 2020. There were no awards granted in 2019 or 2020 pursuant to the Stock Issuance Program or the Incentive Bonus Program. The stock issuable under the 2014 Plan shall be shares of authorized but unissued or reacquired Common Stock, including treasury shares and shares repurchased by the Company on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan was initially limited to 2,646,731 shares, but was subsequently increased over the years based on approval by the Board of Directors. As of January 1, 2019, an aggregate total of 9,296,736 shares were available for issuance. During 2019, the Board of Directors of the Company increased the authorized shares to be issued pursuant to the 2014 Plan by an additional 1,445,653 shares, to a total of 10,742,389 shares which were subsequently approved by shareholders. On February 5, 2020, the Board of Directors of the Company increased the authorized shares to be issued pursuant to the 2014 Plan by an additional 3,614,133 shares, for a total of 14,356,522 shares. An increase of an additional 1,445,653 shares were authorized to be issued on May 12, 2020, for a total of 15,802,175 shares. The number of shares of Common Stock available for issuance under the 2014 Plan shall automatically increase in connection with any public offering of new shares of Common Stock following the Underwriting Date by an amount equal to four percent (4%) of the total number of shares of Common Stock issued in connection with such offering. The maximum number of shares of Common Stock that may be issued pursuant to Incentive Options granted under the 2014 Plan shall not exceed the maximum approved shares. Such share limitation shall automatically be increased on the first trading day in January each calendar year by the number of shares of Common Stock added to the share reserve on that day. Shares of Common Stock subject to outstanding awards made under the 2014 Plan shall be available for subsequent issuance under the 2014 Plan to the extent those awards are forfeited or cancelled for any reason prior to the issuance of the shares of Common Stock subject to those awards. Such shares shall be added back to the number of shares of Common Stock reserved for award and issuance under the Plan. Stock Options In accordance with FASB ASC Topic 718, the Company uses the Black-Scholes option pricing model to determine the fair market value of the stock options on the grant dates for all share awards. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions to determine the fair market value of stock-based awards, including the deemed fair market value of the underlying common stock on the date of grant and the expected volatility of the stock over the expected term of the related grants. The value of the award is recognized as expense over the requisite service periods on a straight-line basis in the Company’s Statements of Operations and Comprehensive Loss, and reduced for estimated forfeitures as applicable. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock option awards typically vest over two to four years and have a maximum term of ten years. On April 16, 2020, as a result of the Covid-19 pandemic, the Company reduced the annual base salary of substantially all employees as a cost saving measure, which was expected to be in place through early 2021. The Board of Directors of the Company approved a grant of 1,822,318 stock options under the 2014 Plan to all employees who were subject to the salary reduction, at an exercise price of $2.18 per share, which was the estimated fair value of the common stock during the second quarter of 2020. The options vested 25% on the six month anniversary of the grant date, over a two year term. In August 2020, the Company provided eligible employees the opportunity to reinstate their annual base salary paid prior to the April 16, 2020 reduction of base salary, which reinstatement will be effective retroactively to August 1, 2020 (the “Early Salary Reinstatement”), and as a condition to the Early Salary Reinstatement, forfeit 50% of the stock options that were granted on May 12, 2020, on a pro rata basis across all vesting periods over the original two year vesting term. Employees electing such Early Salary Reinstatement forfeited 693,227 options during the third quarter of 2020. This was accounted for as a modification pursuant to ASC 718, and the impact was not material to the accompanying financial statements. A summary of the stock option activity during each period and related options outstanding and exercisable from both the 2003 Plan and 2014 Plan, as retroactively adjusted (refer to Note 1) are as follows: Shares Weighted- Average Exercise Price Remaining Contractual Life (Years) Options outstanding, December 31, 2018 1,742,018 $ 10.64 6.4 Retroactive application of reverse recapitalization (Note 1) 10,849,752 (9.17 ) Adjusted options outstanding, December 31, 2018 12,591,770 $ 1.47 6.4 Granted 1,770,289 3.32 Exercised (1,467,432 ) 0.77 Forfeited (1,241,216 ) 2.36 Options, outstanding, December 31, 2019 11,653,411 $1.75 5.3 Granted 8,818,051 3.36 Exercised (1,339,607 ) 0.98 Forfeited (2,961,117 ) 2.58 Options outstanding, December 31, 2020 16,170,738 $2.69 6.9 Options vested and expected to vest, December 31, 2020 15,222,396 $ 2.53 6.8 Options exercisable, December 31, 2020 8,226,613 $ 1.69 5.0 2020 2019 2018 Risk-free interest rate 0.4% - 1.6 % 1.7% - 2.6 % 2.7% - 3.1 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility factor of the expected market price of the Company’s common stock 39% - 45 % 38% - 40 % 34% - 42 % Expected life of option 6.9 years 6.9 years 7.1 years The weighted average grant-date fair value of the options granted in 2020, 2019 and 2018 was $1.47, $1.45 and As of December 31, 2020, there was approximately $10,931 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.84 years. At December 31, 2020, an aggregate of 455,670 shares were authorized for future grants under the Company’s 2014 stock option plan. The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the years ended December 31, 2020, 2019 and 2018 as follows: 2020 2019 2018 Cost of subscription, transaction and other revenue $ 263 $ 133 $ 114 Research and development 697 384 239 Sales and marketing 465 296 347 General and administrative 1,638 1,301 1,096 $ 3,063 $ 2,114 $ 1,796 Defined Contribution Benefit Plan The Company sponsors a 401(k) defined contribution benefit plan. Participation in the plan is available to substantially all employees. Company contributions to the plan are discretionary. The Company generally makes matching contributions of one-half of the first 6% of employee contributions, which totaled $378, $1,250, and $998 for the years ended December 31, 2020, 2019 and 2018, respectively, and are subject to vesting requirements over four years contingent upon continuing employment. |
Income Taxes (Q1)
Income Taxes (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | ||
Income Taxes | 12. Income Taxes The provision for income taxes for the three months ended March 31, 2021 and 2020 pertains primarily to tax amortization of indefinite-lived asset and state income taxes. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. The Company is evaluating the ownership change as a result of the Business Combination to determine if there is any impact on utilization of net operating loss carryforwards. | 10. Income Taxes The provision for income taxes consists of the following: 2020 2019 2018 Current: Federal $ 6 $ 44 $ — State (14 ) (12 ) (17 ) (8 ) 32 (17 ) Deferred: Federal (94 ) (138 ) (72 ) State (102 ) (54 ) 20 (196 ) (192 ) (52 ) Provision for income taxes $ (204 ) $ (160 ) $ (69 ) The difference between the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows: 2020 2019 2018 Statutory rate applied to pre-tax loss 3,533 4,755 3,814 Permanent items (256 ) (115 ) (79 ) Stock compensation related expenses 449 (274 ) (103 ) State taxes 458 290 1,226 Valuation allowance (4,462 ) (4,816 ) (4,930 ) Other 74 — 3 Provision for income taxes $ (204 ) $ (160 ) $ (69 ) The significant components of the Company’s deferred tax assets and liabilities are as follows: 2020 2019 Deferred tax assets: Compensation and bonuses $ 1,707 $ 986 Intangible assets 2,303 2,355 Stock-based compensation 620 375 Accrued expenses and other 863 184 Net operating loss carryforwards 20,242 18,937 Unearned revenue 3,179 2,575 Other carryforwards 30 23 Interest expense limitation 1,652 534 Deferred rent 641 578 Valuation allowance (24,178 ) (19,717 ) Deferred tax assets, net of valuation allowance $ 7,059 $ 6,830 Deferred tax liabilities: Deferred implementation costs (2,707 ) (2,624 ) Fixed assets (2,723 ) (2,953 ) Goodwill (2,397 ) (1,825 ) Deferred tax liabilities $ (7,827 ) $ (7,402 ) Total deferred taxes $ (768 ) $ (572 ) The Company has evaluated the need for a valuation allowance on a jurisdiction by jurisdiction basis. The Company has considered all available evidence, both positive and negative, and based upon the weight of the available evidence, a valuation allowance has been recorded against the net deferred tax assets since the Company cannot be assured that, more likely than not, such amounts will be realized. In addition, utilization of these net operating loss and tax credit carryforwards is dependent upon achieving profitable results. The change in valuation allowance for deferred taxes was an increase of approximately $4,462, $4,816 and $4,930 during the years ended December 31, 2020, 2019 and 2018, respectively, primarily due to the increase in net operating loss carryforwards. At December 31, 2020, the Company has Federal net operating loss carryforwards of approximately $78,948. Of the total net operating loss carryforwards, $46,682 do not expire, and the remaining carryforwards begin to expire in 2034 if not used prior to that time. The Company is subject to taxation in the United States and various states. As of December 31, 2020, the Company’s tax returns for 2017, 2018, and 2019 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2020, the Company is no longer subject to examinations by income tax authorities from US federal, state, or other jurisdictions for years before 2017. Section 382 of the Internal Revenue Code of 1986, as amended, imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset federal taxable income and federal tax liabilities when a corporation has undergone significant changes in its ownership. If the Company experiences an ownership change as a result of future events, the use of tax attributes may be limited. |
Commitments and Contingencies_2
Commitments and Contingencies (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 13. Commitments and Contingencies Lease Commitments The Company rents its facilities and some equipment under operating and capital lease agreements. The capital leases have stated or implied interest rates between 5% and 10.6% and maturity dates through April 2026. The equipment financed under the capital leases serves as collateral, and certain leases contain casualty loss values if the equipment is not returned in working order at the end of the lease term. In August 2017, the Company entered into a 15 years, 6 months lease agreement, as amended, with a landlord for a new Company headquarters that consists of 88,759 square feet of office space, located in Lawrenceville, New Jersey. The Company determined that the lease qualifies for treatment as an operating lease pursuant to ASC 840. In addition, pursuant to ASC 840, the Company determined that it did not meet any of the requirements of build-to-suit lease accounting and the Company was not considered to be the owner of an asset during the construction period as the Company did not have substantially all of the construction period risks and the respective leasehold improvements were determined to be normal tenant improvements. The Company has incurred and capitalized approximately $5.7 million related to leasehold improvements, furniture and fixtures, and computer equipment as of December 31, 2018, associated with this new leased headquarters facility. Furthermore, as part of the lease, the landlord paid for approximately $5.8 million of costs and related improvements in 2018 to modify the existing space to meet the Company’s requirements in the existing 88,759 square feet of space subject to the lease agreement, as amended. This landlord lease incentive of $5.8 million was recorded as an asset and other long term liability as of the date the lease commenced and is being amortized over the estimated life of 15 years, and the long term liability is being recognized a lease incentive and reducing rent expense over the same period of time. The lease contains an option to lease up to 61,000 additional square feet, starting six years, six months after lease commencement. In connection with entering into the lease, the Company issued a letter of credit under its Credit Agreement in favor of the landlord in the amount of $2,725 as an additional security deposit. The term of this lease is 15 years, 6 months subject to early termination if (i) there is not sufficient space for expansion beyond the initial space, starting 6 years, 6 months after lease commencement, which will require an early termination payment that declines from $7.5 million at such date by $650 per year after such date, or (ii) upon advance notice by the Company, at 12 years, 6 months after lease commencement, which will require an early termination payment of $3.6 million. Additionally, the lease contains two extension periods of 5 years each. The lease commenced in June 2018, with a monthly lease rate (excluding taxes and operating expenses) in the initial year of $226, effective after an initial free rent period of six months. The base rent increases each year thereafter up to $281 per month in months 181 through 186 of the lease. The Company is expensing this rent on a straight-line basis over the initial term of the lease, including the free rent period. Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at March 31, 2021 and expire through 2033 are as follows: March 31, 2021 Operating Leases Capital Leases remainder of 2021 $ 3,567 $ 153 2022 4,716 52 2023 4,444 13 2024 4,089 1 2025 4,055 — Thereafter 30,811 — Total minimum lease payments $ 51,682 $ 219 Less amounts representing interest (7 ) Present value of lease payments 212 Less current portion (170 ) Long-term portion of minimum lease payments $ 42 Total rent expense for the three months ended March 31, 2021 and 2020 amounted to $1,284 and $1,349 respectively. Purchase Commitments The Company enters into purchase commitments with certain vendors to secure pricing for paper, envelopes and similar products necessary for its operations. As of March 31, 2021, the balance remaining under such purchase orders approximated $374. Legal Contingencies, Claims and Assessments During the normal course of business, the Company is occasionally involved with various claims and litigation. Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated, including for indemnifications with customers or other parties as a result of contractual agreements. At March 31, 2021, no material reserves were recorded. No reserves are established for losses which are only reasonably possible. The determination of probability and the estimation of the actual amount of any such loss is inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. Based upon the Company’s experience, current information and applicable law, it does not believe it is reasonably possible that any proceedings or possible related claims will have a material effect on its financial statements. | 11. Commitments and Contingencies Lease Commitments The Company rents its facilities and some equipment under operating and capital lease agreements. The capital leases have stated or implied interest rates between 5.0% and 10.6% and maturity dates through April 2026. The equipment financed under the capital leases serves as collateral, and certain leases contain casualty loss values if the equipment is not returned in working order at the end of the lease term. In August 2017, the Company entered into a 15 year, 6 month lease agreement, as amended, with a landlord for a new Company headquarters that consists of 88,759 square feet of office space, located in Lawrenceville, New Jersey. The Company determined that the lease qualifies for treatment as an operating lease pursuant to ASC 840. In addition, pursuant to ASC 840, the Company determined that it did not meet any of the requirements of build-to-suit lease accounting and the Company was not considered to be the owner of an asset during the construction period as the Company did not have substantially all of the construction period risks and the respective leasehold improvements were determined to be normal tenant improvements. The Company has incurred and capitalized approximately $5.7 million related to leasehold improvements, furniture and fixtures, and computer equipment as of December 31, 2018, associated with this new leased headquarters facility. Furthermore, as part of the lease, the landlord paid for approximately $5.8 million of costs and related improvements in 2018 to modify the existing space to meet the Company’s requirements in the existing 88,759 square feet of space subject to the lease agreement, as amended. This landlord lease incentive of $5.8 million was recorded as an asset and other long term liability as of the date the lease commenced and is being amortized over the estimated life of 15 years, and the long term liability is being recognized a lease incentive and reducing rent expense over the same period of time. The lease contains an option to lease up to 61,000 additional square feet, starting six years and six months after lease commencement. In connection with entering into the lease, the Company issued a letter of credit under its Credit Agreement in favor of the landlord in the amount of $2,725 as an additional security deposit. The term of this lease is 15 years and 6 months subject to early termination if (i) there is not sufficient space for expansion beyond the initial space, starting 6 years and 6 months after lease commencement, which will require an early termination payment that declines from $7.5 million at such date by $650 per year after such date, or (ii) upon advance notice by the Company, at 12 years and 6 months after lease commencement, which will require an early termination payment of $3.6 million. Additionally, the lease contains two extension periods of 5 years each. The lease commenced in June 2018, with a monthly lease rate (excluding taxes and operating expenses) in the initial year of $226, effective after an initial free rent period of six months. The base rent increases each year thereafter up to $281 per month in months 181 through 186 of the lease. The Company is expensing this rent on a straight-line basis over the initial term of the lease, including the free rent period. Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2020 and expire through 2033 are as follows: Year ending December 31, Operating Leases Capital Leases 2021 $ 4,772 $ 211 2022 4,667 42 2023 4,433 — 2024 4,107 — 2025 4,166 — Thereafter 30,848 — Total minimum lease payments $ 52,993 $ 253 Less amounts representing interest (7 ) Present value of lease payments 246 Less current portion (204 ) Long-term portion of minimum lease payments $ 42 Total rent expense for the years ended December 31, 2020, 2019 and 2018 amounted to $5,167, $5,105, and $4,226 respectively. Purchase Commitments The Company enters into purchase commitments with certain vendors to secure pricing for paper, envelopes and similar products necessary for its operations. As of December 31, 2020, the balance remaining under such purchase orders approximated $215. Legal Contingencies, Claims and Assessments During the normal course of business, the Company is occasionally involved with various claims and litigation. Reserves are established in connection with such matters when a loss is probable and the amount of such loss can be reasonably estimated, including for indemnifications with customers or other parties as a result of contractual agreements. At December 31, 2020, no material reserves were recorded. No reserves are established for losses which are only reasonably possible. The determination of probability and the estimation of the actual amount of any such loss is inherently unpredictable, and it is therefore possible that the eventual outcome of such claims and litigation could exceed the estimated reserves, if any. Based upon the Company’s experience, current information and applicable law, it does not believe it is reasonably possible that any proceedings or possible related claims will have a material effect on its financial statements. |
Segment Information (Q1)
Segment Information (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | ||
Segment Information | 14. Segment Information The Company has determined that it has two reportable segments - Print and Software/Payments. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”) who reviews discrete financial and other information presented for print services and software and payment services for purposes of allocating resources and evaluating the Company’s financial performance. The Company evaluates the operating performance of its segments based on financial measures such as revenue, cost of revenue, and gross profit. Print – The Print segment is primarily responsible for printing customer invoices and optimizing the amount of time and costs associated with billing customers via mail. Software and Payments – The Software and Payments segment primarily operates using software and cloud based services, optimizes the electronic invoice presentment, electronic payments, credit decisioning, collections automation, cash application and deduction management, and eCommerce of B2B customers. Given the nature of the Company’s business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets are not included within the disclosure of the Company’s segment financial information. All of the revenues shown below in the reportable segments is revenue from external customers, there is no revenue from transactions with other operating segments. The following tables include a reconciliation of revenue, cost of revenue, and segment gross profit to loss before income taxes. “All other” represents implementation, services and other business activities which are not reviewed by CODM on regular basis. The Company’s segment information is as follows: March 31, 2021 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,498 $ 25,685 $ — $ 30,183 Services and other — — 2,936 2,936 Subscription, transaction and services 4,498 25,685 2,936 33,119 Reimbursable costs 8,817 — — 8,817 Total revenues 13,315 25,685 2,936 41,936 Cost of Revenues: Cost of subscription, transaction and services revenue 1,926 3,711 3,616 9,253 Cost of reimbursable costs 8,817 — — 8,817 Total cost of revenues, excluding depreciation and amortization 10,743 3,711 3,616 18,070 Segment gross profit - subscription, transaction and services 2,572 21,974 (680 23,866 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,572 $ 21,974 $ (680 $ 23,866 Total segment gross margin, excluding depreciation and amortization 19.3 85.6 (23.2 56.9 % Segment gross margin - subscription, transaction and services 57.2 85.6 (23.2 72.1 % Unallocated amounts: Sales and marketing $ 8,936 Research and development 10,993 General and administrative 12,450 Depreciation and amortization 1,360 Interest income (103 ) Interest expense and loss on extinguishment of debt 2,942 Change in fair value and other income (expense), net 9,990 Loss before income taxes $ (22,702 ) March 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,786 $ 18,339 $ — $ 23,125 Services and other — — 1,399 1,399 Subscription, transaction and services 4,786 18,339 1,399 24,524 Reimbursable costs 9,621 — — 9,621 Total revenues 14,407 18,339 1,399 34,145 Cost of Revenues: Cost of subscription, transaction and services revenue 2,211 3,114 2,565 7,890 Cost of reimbursable costs 9,621 — — 9,621 Total cost of revenues, excluding depreciation and amortization 11,832 3,114 2,565 17,511 Segment gross profit - subscription, transaction and services 2,575 15,225 (1,166 16,634 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,575 $ 15,225 $ (1,166 $ 16,634 Total segment gross margin, excluding depreciation and amortization 17.9 83.0 (83.3 48.7 % Segment gross margin - subscription, transaction and services 53.8 83.0 (83.3 67.8 % Unallocated amounts: Sales and marketing $ 6,422 Research and development 9,384 General and administrative 5,248 Depreciation and amortization 1,411 Interest income (16 ) Interest expense and loss on extinguishment of debt 1,183 Change in fair value and other income (expense), net 19 Loss before income taxes $ (7,017 ) | 12. Segment Information The Company has determined that it has two reportable segments - Print and Software/Payments. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”) who reviews discrete financial and other information presented for print services and software and payment services for purposes of allocating resources and evaluating the Company’s financial performance. The Company evaluates the operating performance of its segments based on financial measures such as revenue, cost of revenue, and gross profit. Print – The Print segment is primarily responsible for printing customer invoices and optimizing the amount of time and costs associated with billing customers via mail. Software and Payments – The Software and Payments segment primarily operates using software and cloud based services, optimizes the electronic invoice presentment, electronic payments, credit decisioning, collections automation, cash application and deduction management, and eCommerce of B2B customers. Given the nature of the Company’s business, the amount of assets does not provide meaningful insight into the operating performance of the Company. As a result, the amount of the Company’s assets is not subject to segment allocation and total assets are not included within the disclosure of the Company’s segment financial information. All of the revenues shown below in the reportable segments is revenue from external customers, there is no revenue from transactions with other operating segments. The following tables include a reconciliation of revenue, cost of revenue, and segment gross profit to loss before income taxes. “All other” represents implementation, services and other business activities which are not reviewed by CODM on regular basis. The Company’s segment information is as follows: December 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 18,445 $ 81,164 $ — $ 99,609 Services and other — — 8,960 8,960 Subscription, transaction and services 18,445 81,164 8,960 108,569 Reimbursable costs 37,116 — — 37,116 Total revenues 55,561 81,164 8,960 145,685 Cost of Revenues: Cost of subscription, transaction and services revenue 8,492 12,571 11,468 32,531 Cost of reimbursable costs 37,116 — — 37,116 Total cost of revenues, excluding depreciation and amortization 45,608 12,571 11,468 69,647 December 31, 2020 Print Software and Payments All other Total Segment gross profit - subscription, transaction and services 9,953 68,593 (2,508 ) 76,038 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 9,953 $ 68,593 $ (2,508 ) $ 76,038 Total segment gross margin, excluding depreciation and amortization 17.9 % 84.5 % (28.0 )% 52.2 % Segment gross margin - subscription, transaction and services 54.0 % 84.5 % (28.0 )% 70.0 % Unallocated amounts: Sales and marketing $ 23,420 Research and development 36,468 General and administrative 22,188 Depreciation and amortization 5,624 Interest income (18 ) Interest expense 4,661 Other (income)/expense, net 518 Loss before income taxes (16,823 ) December 31, 2019 Print Software and Payments All other Total Revenues: Subscription and transaction $ 20,612 $ 68,864 $ — $ 89,476 Services and other — — 6,984 6,984 Subscription, transaction and services 20,612 68,864 6,984 96,460 Reimbursable costs 40,008 — — 40,008 Total revenues 60,620 68,864 6,984 136,468 Cost of Revenues: Cost of subscription, transaction and services revenue 9,642 11,900 10,473 32,015 Cost of reimbursable costs 40,008 — — 40,008 Total cost of revenues, excluding depreciation and amortization 49,650 11,900 10,473 72,023 Segment gross profit - subscription, transaction and services 10,970 56,964 (3,489 ) 64,445 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,970 $ 56,964 $ (3,489 ) $ 64,445 Total segment gross margin, excluding depreciation and amortization 18.1 % 82.7 % (50.0 )% 47.2 % Segment gross margin - subscription, transaction and services 53.2 % 82.7 % (50.0 )% 66.8 % December 31, 2019 Print Software and Payments All other Total Unallocated amounts: Sales and marketing $ 22,098 Research and development 34,285 General and administrative 23,297 Depreciation and amortization 5,881 Interest income (1 ) Interest expense 1,507 Other (income)/expense, net 21 Loss before income taxes $ (22,643 ) December 31, 2018 Print Software and Payments All other Total Revenues: Subscription and transaction $ 21,120 $ 53,605 $ — $ 74,725 Services and other — — 4,846 4,846 Subscription, transaction and services 21,120 53,605 4,846 79,571 Reimbursable costs 40,944 — — 40,944 Total revenues 62,064 53,605 4,846 120,515 Cost of Revenues: Cost of subscription, transaction and services revenue 10,517 8,271 7,779 26,567 Cost of reimbursable costs 40,944 — — 40,944 Total cost of revenues, excluding depreciation and amortization 51,461 8,271 7,779 67,511 Segment gross profit - subscription, transaction and services 10,603 45,334 (2,933 ) 53,004 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,603 $ 45,334 $ (2,933 ) $ 53,004 Total segment gross margin, excluding depreciation and amortization 17.1 % 84.6 % (60.5 )% 44.0 % Segment gross margin - subscription, transaction and services 50.2 % 84.6 % (60.5 )% 67.0 % Unallocated amounts: Sales and marketing $ 21,677 Research and development 23,606 General and administrative 18,743 Depreciation and amortization 6,040 Interest income (136 ) Interest expense 814 Other (income)/expense, net 422 Loss before income taxes $ (18,162 ) |
Related Party Transactions (Q1)
Related Party Transactions (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 15. Related Party Transactions The Company has an ongoing commercial relationship with a customer, who has an executive who is also on the Company’s board of directors, which purchases certain of the Company’s services. This related party customer generated total revenues of approximately $70 and $77 for the three months ended March 31, 2021 and 2020, respectively. The Company has several agreements with a portfolio company of one of the Company’s preferred shareholders who also has a representative on the Company’s board of directors (“Portfolio Company”). The Company incurred expenses to the Portfolio Company of approximately $48 and $16 related to these agreements for the three months ended March 31, 2021 and 2020, respectively. Additionally, the same customer generated revenues of $40 for the three months ended March 31, 2021. | 13. Related Party Transactions The Company has an ongoing commercial relationship with a customer, who has an executive who is also on the Company’s board of directors, which purchases certain of the Company’s services. This related party customer generated total revenues of approximately $307, $248 and $188 for the years ended December 31, 2020, 2019 and 2018, respectively. The Company has several agreements with a portfolio company of one of the Company’s shareholders who also has a representative on the Company’s board of directors (“Portfolio Company”). The Company incurred expenses to the Portfolio Company of approximately $94, $57 and $60 related to these agreements for the years ended December 31, 2020, 2019 and 2018, respectively. Additionally, the same Portfolio Company generated revenues of $122 for the year ended December 31, 2020. |
Loss Per Share (Q1)
Loss Per Share (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Loss Per Share [Abstract] | ||
Loss Per Share | 16. Loss per Share Our basic and diluted earnings per share are computed using the two-class method in accordance with ASC 260. The two-class method is an earnings allocation that determines net loss (or income, if applicable) per share for each class of common stock. Per share amounts are calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. As a result of the Business Combination, the Company has retrospectively adjusted the weighted average number of common shares outstanding for all periods presented prior to January 12, 2021, by multiplying them by the Conversion Rate used to determine the number of common shares into which they converted. The following table sets forth the computation of the basic and diluted net loss per share attributable to the Class 1 and Class 2 common stockholders, which have the same rights and privileges except for voting rights, for the for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts): March 31, 2021 2020 Numerator: Net loss $ (22,794 ) $ (7,097 ) Denominator: Weighted-average common shares outstanding 144,207 99,804 Net loss per share attributable to common stockholders (Class 1 and Class 2), basic and diluted $ (0.16 ) $ (0.07 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: March 31, 2021 2020 Options to purchase common stock 22,383,267 12,870,603 Restricted Stock Units (RSU’s) 834,228 — Warrants 12,500,000 12,500,000 35,717,495 25,370,603 | 14. Loss per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities as they do not share in losses. During periods when the Company is in a net loss position, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders as the effects of potentially dilutive securities are antidilutive given the net loss of the Company. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts), as retroactively adjusted (refer to Note 1): December 31, 2020 2019 2018 Numerator: Net loss $ (17,027 ) $ (22,803 ) $ (18,231 ) Denominator: Weighted-average common shares outstanding 100,022,546 99,272,157 97,951,673 Net loss per share attributable to common stockholders, basic and diluted $ (0.17 ) $ (0.23 ) $ (0.19 ) Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities, as retroactively adjusted (refer to Note 1), that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: December 31, 2020 2019 2018 Options to purchase common stock 16,170,737 11,653,411 12,591,770 Series C Warrants 105,005 105,005 105,005 16,275,742 11,758,416 12,696,775 |
Accrued Expenses and Other (Q1)
Accrued Expenses and Other (Q1) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses and Other [Abstract] | |
Accrued Expenses and Other | 17. Accrued Expenses and Other Accrued expenses and other consist of the following: March 31, 2021 December 31, 2020 Accrued expenses $ 11,907 $ 11,749 Accrued compensation 7,337 9,513 Accrued professional services and other 4,070 3,569 Accrued business combination expense 846 1,510 Total accrued expenses and other $ 24,160 $ 26,341 |
Significant Accounting Polici_2
Significant Accounting Policies (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | ||
Liquidity | Liquidity For the year ended December 31, 2020, the Company incurred a net loss of $(17,027) and used cash in operations of $(217). As of December 31, 2020, the Company had cash of $14,642 and an accumulated deficit of $(144,877). During 2020, the Company refinanced its existing Credit Agreement with third party lenders in a new Financing Agreement consisting of a $45 million term loan and the ability to borrow an additional $27.5 million with a maturity date in January 2025. Based on the Company’s business plan, existing cash resources, and the business combination that closed in January 2021 (Note 15), the Company expects to satisfy its working capital requirements for at least the next 12 months after the date that these financial statements are issued. | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”) and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements for periods ended prior to January 12, 2021 reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by US GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results to be expected for the full fiscal year or any other period. | Basis of Presentation The preparation of the financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”). The accompanying financial statements reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. |
COVID-19 | COVID-19 In March 2020, the United States (U.S.) declared a State of National Emergency due to the COVID-19 outbreak. In addition, many jurisdictions in the U.S. have limited, and are considering to further limit, social mobility and gathering. Many business establishments have closed due to restrictions imposed by the government and many governmental authorities have closed most public establishments. Some of our customers have been, and may continue to be, negatively impacted by the shelter-in-place and other similar state and local orders, the closure of manufacturing sites and country borders, and the increase in unemployment. The COVID-19 pandemic has caused us to modify our business practices (including employee travel and cancellation of physical participation in meetings, events and conferences), all of our employees are currently working remotely, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners, and customers. The extent of this business disruption on our operational and financial performance will depend on these developments and the duration and spread of the outbreak, all of which are uncertain and cannot be predicted. The Company has implemented certain cost savings measures including lowering our fixed compensation costs, restricted travel spend, reduced discretionary events and purchases and will continue to monitor and adjust accordingly. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, technical corrections to tax depreciation methods for qualified improvement property, and appropriate of funds for the SBA Paycheck Protection Program. The Company, through its outsourced payroll provider, has elected to defer employer side social security payments effective as of April 2020, and expects to pay in 2021, the amount due for 2020 of approximately $2,309, which is included in Accrued Expenses and Other in the accompanying balance sheet as of December 31, 2020. We continue to assess the impact that COVID-19 may have on our business. Although we saw a decline in certain transaction revenues during the second quarter of 2020, we are unable to determine the impact that the CARES Act, and/or COVID-19 will have on our future financial condition, results of operations, or liquidity. | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront Implement services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. |
Revenue Recognition | Revenue Recognition The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for the three months ended March 31, 2021 and 2020: 2021 2020 Subscription and transaction fees $ 30,183 $ 23,125 Services and other 2,936 1,399 Subscription, transaction and services $ 33,119 $ 24,524 Subscription and Transaction Fee Revenue Subscription and transaction fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of March 31, 2021 and December 31, 2020 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2018 and 2019; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer. Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. The Company capitalized commission costs of $712 and amortized $747 to sales and marketing expense in the accompanying statements of operations during the three months ended March 31, 2021, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of March 31, 2021 and December 31, 2020 the Company had approximately $2,490 and $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, $5,139 and $5,233 of noncurrent deferred commissions for amounts expected to be recognized thereafter. | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (FASB ASC Topic 606 or “ASC 606”), which supersedes the existing revenue recognition requirements under US GAAP and requires entities to recognize revenue when performance obligations have been satisfied by transferring control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. It also requires increased disclosures. In addition, ASU 2014-09 also includes subtopic ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers, (“ASC 340-40”), which provides guidance on accounting for certain revenue related costs including costs associated with obtaining and fulfilling a contract, discussed further below. On January 1, 2019, the Company adopted ASC 606 and ASC 340-40, applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Upon adoption, the Company selected the cumulative effect transition method, which had no impact on revenues, but did impact commissions expenses as further described below in the Deferred Commissions section. The Company recorded a net increase to opening retained earnings of approximately $1,908 as of January 1, 2019 due to the cumulative impact of adopting ASC 340-40 and a corresponding increase to the amount of prepaid commissions on the balance sheet. There was not a material impact to revenues for the year ended December 31, 2019 as a result of adopting ASC 606. The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for each year ended December 31: 2020 2019 2018 Subscription and transaction fees $ 99,609 $ 89,476 $ 74,725 Services and other 8,960 6,984 4,846 Subscription, transaction and services $ 108,569 $ 96,460 $ 79,571 Subscription and Transaction Fee Revenue Subscription and Transaction Fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. During 2019, the Company recognized other revenue of $1,200 related to a perpetual license granted to a customer for a one-time legacy software platform. |
Significant Judgements | Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront implementation services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. | |
Reimbursable costs | Reimbursable costs The Company records reimbursable costs, consisting of postage on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. | Reimbursable costs The Company records reimbursable costs, consisting of postage, on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. |
Sales tax and other | Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. | |
Deferred Revenue | Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of December 31, 2020, 2019 and 2018 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2019 and 2020; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. The table below shows significant changes in the total current and long-term deferred revenue during the year ended December 31, 2020. Ending balance December 31, 2019 $ 25,068 Amounts invoiced but not recognized 54,837 Revenue recognized (50,149 ) Ending balance December 31, 2020 $ 29,756 | |
Deferred Commissions | Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Prior to the adoption of ASC 606 and the related ASC 340-40, commissions were generally expensed over the first year of services commencing with the date a customer’s recurring revenues were invoiced. Upon adoption of ASC 606, commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. Capitalized commission costs amortized to sales and marketing expense in the accompanying statements of operations and comprehensive loss during the years ended December 31, 2020 and 2019, was $2,111 and $1,700, respectively, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of December 31, 2020, the Company had approximately $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, and $5,233 of deferred commissions for amounts expected to be recognized thereafter. As of December 31, 2019, the Company had approximately $1,912 of current deferred commissions for amounts expected to be recognized in the next twelve months, and $4,594 of non-current deferred commissions costs for amounts expected to be recognized thereafter. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company utilizes fair value measurements when required. The carrying amounts of cash and cash equivalents, accounts receivable, net, other current assets, other assets, accounts payable, accrued expenses, other long term liabilities and other, and outstanding balances on the Company’s credit facility and related accrued interest expense approximate fair value as of December 31, 2020 and 2019 due to the short-term nature of those instruments. The fair value for the outstanding balances under the credit facility utilizes the interest rates the Company believes it could obtain for borrowings with similar terms. See Note 5 for a discussion of the determination of fair value for the reported amounts of the Company’s short-term investments and contingent consideration on acquisition. | |
Warrants | Warrants The Company accounts for warrants to acquire Series C preferred stock, as derivative instruments in accordance with FASB ASC 815-40, Derivative and Hedging – Contracts in Entity’s Own Equity. These warrants are issued to a former lender related to a prior credit agreement, at an exercise price of $1.91 per share. As such, our derivative liabilities are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. The Company determined the value of warrants using a Black-Scholes pricing model. The fair value of the derivative liability amounted to $1,172 and $246 as of December 31, 2020 and 2019 respectively (see Note 8 and Note 15). The Company records the change in estimated fair value as non-cash adjustments within Other expense, net, in the Company’s accompanying Statements of Operations (see Note 5). | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At December 31, 2020 and 2019, the Company’s cash equivalents consisted primarily of money market funds. | |
Customer Funds | Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to 3 days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is reflected as customer funds payable in the accompanying Balance Sheets. | |
Customer Postage Deposits | Customer Postage Deposits The Company requires its customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability in the accompanying Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. As of March 31, 2021 and December 31, 2020, and for the for the three months ended March 31, 2021 and 2020, there were no customers that individually accounted for 10% or greater of accounts receivable or total revenues, respectively. | Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. For the years ended December 31, 2020, 2019 and 2018, there were no customers that individually accounted for 10% or greater of revenues or accounts receivable. |
Accounts Receivable, net | Accounts Receivable, net The Company extends credit to its customers in the normal course of business. Trade accounts receivables are recorded at the invoice price. The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Bad debt is provided under the allowance method based on historical experience and management’s periodic evaluation of outstanding accounts receivable for each individual customer. The evaluation is based on a past history of collections, current credit conditions, the length of time the account is past due and a past history of write-downs. Actual results could differ from these estimates. Receivables are charged against their respective allowance accounts when deemed to be uncollectible. | |
Deferred Implementation and Other Costs | Deferred Implementation and Other Costs For those arrangements in which implementation revenue is deferred and the Company determines that the direct costs of services are recoverable, such costs are deferred and subsequently expensed over the period the related implementation revenue is recognized, generally five years. For those arrangements for short term professional services statements of work (SOW’s) that are accounted for under contract accounting, the Company defers all direct costs allocable to the arrangement until the work is completed at which time the revenue and related expenses are recognized. Any losses would be recognized at the time such loss is known. All such amounts are included in the cost of subscription, transaction fees and services revenue in the accompanying statements of operations and comprehensive loss. Capitalized implementation costs amortized to cost of subscription, transaction and services expense in the accompanying statements of operations and comprehensive loss during the years ended December 31, 2020 and 2019, was $5,774 and $6,108, respectively. As of December 31, 2020, the Company had approximately $2,287 of current deferred implementation costs for amounts expected to be recognized in the next twelve months, and $3,444 of non-current deferred implementation costs for amounts expected to be recognized thereafter. As of December 31, 2019, the Company had approximately $2,839 of current deferred implementation costs for amounts expected to be recognized in the next twelve months, and $3,293 of non-current deferred implementation costs for amounts expected to be recognized thereafter. | |
Inventory | Inventory Inventory is comprised primarily of paper and envelope stocks. Inventories are stated at the lower of cost or net realizable value. Cost for substantially all of the Company’s inventories is determined on a specific identification or first-in, first-out basis. The Company periodically assesses the need for obsolescence provisions and determined that no obsolescence provision was necessary at December 31, 2020 and 2019. The inventory balance is included in other current assets in the accompanying Balance Sheets and amounted to $739 and $763 at December 31, 2020 and 2019, respectively. | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost, net of accumulated amortization and depreciation. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the related lease. Amortization of equipment held under capital leases is included in depreciation expense. The cost of additions and expenditures that extend the useful lives of existing assets are capitalized, while repairs and maintenance costs are charged to expense as incurred. Amortization and depreciation are recorded on a straight-line basis over the estimated useful lives or depreciation periods of the assets as follows: Assets held under capital leases – computer, print and mail equipment 3-5 years Computer, print and mail equipment 3-5 years Furniture and fixtures 3-15 years Software 3 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property, equipment and definite lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives. There were no indicators of impairment of long-lived assets, including definite-lived intangible assets, for the years ended December 31, 2020, 2019 and 2018. | |
Goodwill and Other Intangible Assets, net | Goodwill and Other Intangible Assets, net Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a purchase business combination. The Company accounts for its goodwill and other intangible assets under FASB ASC Topic 350 Intangibles - Goodwill and Other. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually as of October 1st of each year or whenever events or changes in circumstances indicate that the carrying value amount of these assets might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company has evaluated its acquired businesses and related operations in accordance with FASB ASC Topic 350, and has determined that such businesses constitute two reporting units. For the annual goodwill impairment, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to a reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. If the Company’s qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value. Besides goodwill, the Company has no other intangible assets with indefinite lives. During the Company’s annual impairment test of goodwill in 2020 and 2019, management performed a Step 0 qualitative assessment to determine whether it is more likely than not that the fair value of the reporting units are less than their carrying value. Based on this assessment the Company did not identify any indications of impairment, and no adverse events have occurred since the measurement date. | |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain development costs incurred in connection with software development for new products and services. Costs incurred in the preliminary stages of development are expensed as incurred. Once the software has reached the development stage, internal and external costs, if direct and incurred for adding incremental functionality to the Company’s platform, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. These software development costs are recorded as part of property and equipment. Capitalized software development costs are amortized on a straight-line basis to cost of revenues-subscription services over the technology’s estimated useful life, which is generally four years. During the years ended December 31, 2020 and 2019, the Company capitalized $578, and $899, respectively, in software development costs. The Company began amortizing a portion of software development costs associated with completion and use of a new product in 2019 and included approximately $415 and $128 in depreciation and amortization for the years ended December 31, 2020 and 2019, respectively. Costs incurred in the maintenance and minor upgrade and enhancement of the Company’s software platform without adding additional functionality are expensed as incurred. | |
Accrued Expenses and Other | Accrued Expenses and Other Accrued expenses includes items for which vendor invoices have not been received, as well as accrued compensation (including commissions). For the year ended December 31, 2020, the Company had accrued expenses of $11,749, accrued compensation of $9,513, accrued professional services fees and other of $3,569 and accrued expenses associated with the Business Combination of $1,510, which are expected to be paid in the subsequent twelve months. For the year ended December 31, 2019 the Company had accrued expenses of $5,595, accrued compensation of $5,715 and accrued professional fees and other of $3,068. | |
Business Combinations | Business Combinations The Company applies the provisions of FASB ASC Topic 805, Business Combinations, in the accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s Statements of Operations and Comprehensive Loss. The direct transaction costs associated with the business combinations are expensed as incurred. In 2020, the Company adopted the provisions of FASB Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in this update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period with a corresponding adjustment to goodwill in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts will be recorded in the same period’s financial statements, calculated as if the accounting had been completed at the acquisition date. No such adjustments occurred during 2020 or 2019. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships, covenants not to compete and acquired developed technologies, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed, as more fully discussed in Note 3. | |
Leases | Leases The Company occupies all of its operating facilities and offices under various leases, which are accounted for as operating leases in accordance with FASB ASC Topic 840, Leases. The leases include scheduled base rent increases over the term of the leases. The Company recognizes rent expense from operating leases with periods of free and scheduled rent increases on a straight-line basis over the applicable lease term. The Company considers lease renewals when such renewals are reasonably assured. From time to time, the Company may receive construction allowances from its lessors. In accordance with the requirements of FASB ASC Topic 840, these amounts are recorded as deferred liabilities and amortized over the remaining lease term as an adjustment to rent expense. At December 31, 2020 and 2019, the deferred rent liability totaled $2,598 and $2,361, respectively, in the accompanying Balance Sheets. This deferred rent liability consists of an accrual of $99 and $179 in accrued expenses and other at December 31, 2020 and 2019, respectively, and $2,499 and $2,182 of other long-term liabilities at December 31, 2020 and 2019, respectively. As further discussed in Note 12, the Company also has an other long-term liability of $4,794 and $5,181 as of December 31, 2020 and 2019 associated with landlord incentives for leasehold improvements for a leased facility. The Company leases certain equipment under capital lease agreements. The assets held under capital leases and the related obligations are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the assets held under capital lease. The related assets are depreciated over the shorter of the terms of the leases, or the estimated useful lives of the assets. | |
Stock Based Compensation | Stock Based Compensation The Company recognizes expense for the estimated fair value of stock based compensation awards on a straight-line basis over the award’s vesting period. The fair value of equity-based payment awards are estimated on the date of grant using an option-pricing model. The Company determines the fair value of stock options using the Black-Scholes model, which requires the Company to estimate key assumptions such as stock price volatility, expected terms, risk-free interest rates and dividend yield. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s Statements of Operations and Comprehensive Loss. The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures. The Company estimates the fair value of the underlying securities for stock-based awards issued in 2020, 2019 and 2018 on a quarterly basis considering the value indications provided by both the income approach - the discounted cash flow analysis, as well as the market approach - a guideline public company analysis and a guideline transaction analysis. Calculating the fair value of the stock-based options requires the input of subjective assumptions, including the expected term of the stock-based awards and stock price volatility. The Company estimates the expected life of stock options granted based on its historical experience, which the Company believes is representative of the actual characteristics of the awards. The Company estimates the volatility of the common stock on the date of grant based on the historic volatility of comparable companies in its industry. The Company selected the risk-free interest rate based on yields from United States Treasury zero-coupon issues with a term consistent with the expected life of the awards in effect at the time of grant. The Company has never declared nor paid any cash dividends on common stock and has no plan to do so. Consequently, it used an expected dividend yield of zero. | |
Advertising | Advertising The Company expenses the cost of advertising and promotions as incurred. Advertising costs amounted to $143, $24 and $37 in 2020, 2019 and 2018, respectively, and are recorded as a component of Sales and marketing expense in the accompanying statements of operations. | |
Research and Development | Research and Development Research and development expense primarily consist of salaries, incentive compensation, stock-based compensation and other personnel-related costs for development, network operations and engineering personnel. Additional expenses include costs related to development, quality assurance and testing of new technology, maintenance and enhancement of the Company’s existing technology and infrastructure, as well as consulting, travel and other related overhead. The Company expenses these costs in the same period that the costs are incurred. | |
Debt Issuance Costs | Debt Issuance Costs The Company incurred certain third party costs in the current and prior years, including the issuance of warrants, in connection with its loan and security agreement. These costs are amortized to interest expense over the term of the loan using the effective interest rate method. The unamortized debt issuance costs as of December 31, 2020 and 2019 are recorded as a reduction of the associated debt in the accompanying Balance Sheets. | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of changes. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. As a result of the Company’s historical operating performance and the cumulative net losses incurred to date, the Company does not have sufficient objective evidence to support the recovery of the net deferred tax assets. Accordingly, the Company has established a valuation allowance against net deferred tax assets for financial reporting purposes because the Company believes it is not more likely than not that these deferred tax assets will be realized. The Company records uncertain tax positions on the basis of a two-step process whereby (1) it determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position; and (2) for tax positions that meets the more-likely-than-not recognition threshold, the Company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with the relevant tax authority. Significant judgment is required in evaluating the Company’s tax position. Settlement of filing positions that may be challenged by tax authorities could impact the income tax position in the year of resolution. The Company had no material uncertain tax positions at December 31, 2020 and 2019. The Company classifies interest and penalties related to unrecognized income tax benefits in income tax expense. The Company has not accrued any interest or penalties as of December 31, 2020 and 2019. | |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $2,845 were accrued and unpaid as of December 31, 2020 and consisted principally of professional, printing, filing, regulatory and other costs that will be charged to additional paid-in capital upon completion of the business combination. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements issued and adopted In November 2019, the Financial Accounting Standards Board (“FASB”) Issued ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, the amount that will be recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment award. As an emerging growth company, ASU 2019-08 may be adopted by the Company effective in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020; however, early adoption is permitted. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The new guidance was adopted by the Company effective January 1, 2021 and did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for years beginning after December 15, 2020. The new guidance was adopted by the Company effective January 1, 2021 and did not impact its consolidated financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year, thus the Company expects to adopt this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023, and will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, although it may be required to adopt this guidance effective for the year ended December 31, 2020. The Company is in the process of evaluating the impact that the pronouncement will have on its consolidated financial statements. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the its consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim period beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. | Recent Accounting Pronouncements Accounting pronouncements issued and adopted On January 1, 2020, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. ASU 2016-18 requires a company to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with GAAP. Additionally, changes in restricted cash and restricted cash equivalents that results from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents are not to be presented as cash flow activities in the statement of cash flows. The adoption of ASU 2016-18 did not have a material impact on the Company’s financial position, results of operations, cash flows, or disclosures. However, subsequent to the adoption of ASU 2016-18, in connection with our Financing Agreement (Note 8), a cash amount of $3,277 was pledged as security for our outstanding letters of credit and classified as restricted cash in the accompanying December 31, 2020 balance sheet and included in the ending cash, cash equivalents and restricted cash in the statement of cash flows for the twelve months ended December 31, 2020. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The new guidance was effective for the Company beginning January 1, 2020 and was not material to the financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820)”, which modifies, removes and adds certain disclosure requirements on fair value measurements. The new guidance was effective for the Company on January 1, 2020 and was not material to the financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year, thus the Company expects to adopt this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023, and will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, although it may be required to adopt this guidance effective for the year ended December 31, 2021. The Company is in the process of evaluating the impact that the pronouncement will have on the financial statements. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on the financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. In November 2019, the FASB Issued ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, the amount that will be recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment award. As an emerging growth company, ASU 2019-08 may be adopted by the Company effective in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020; however, early adoption is permitted. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim period beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for years beginning after December 15, 2020. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Q1) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | ||
Reclassification | Reclassification In connection with finalizing the accounting for the Business Combination (see Note 4), the Company has reclassified cumulative preferred stock activity between accumulated deficit and additional paid-in capital on the Condensed Consolidated Balance Sheets in the amounts of $1,042 and $26,650 for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively. Corresponding reclassifications have been made in the Condensed Consolidated Statements of Stockholders’ Equity. | |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. As of March 31, 2021 and December 31, 2020, and for the for the three months ended March 31, 2021 and 2020, there were no customers that individually accounted for 10% or greater of accounts receivable or total revenues, respectively. | Concentrations of Credit Risk The Company maintains its deposits of cash and cash equivalent balances, restricted cash and customer funds with high-credit quality financial institutions. The Company’s cash and cash equivalent balances, restricted cash and customer funds may exceed federally insured limits. The Company’s accounts receivable are reported in the accompanying Balance Sheets net of allowances for uncollectible accounts. The Company believes that the concentration of credit risk with respect to accounts receivable is limited due to the large number of companies and diverse industries comprising the customer base. On-going credit evaluations are performed, generally with a focus on new customers or customers with whom the Company has no prior collections history, and collateral is generally not required. The Company maintains reserves for potential losses based on customer specific situations as well as on historic experience and such losses, in the aggregate, have not exceeded management’s expectations. For the years ended December 31, 2020, 2019 and 2018, there were no customers that individually accounted for 10% or greater of revenues or accounts receivable. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”) and regulations of the SEC regarding interim financial reporting. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying condensed consolidated financial statements for periods ended prior to January 12, 2021 reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by US GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results to be expected for the full fiscal year or any other period. | Basis of Presentation The preparation of the financial statements have been prepared using accounting principles generally accepted in the United States (“US GAAP”). The accompanying financial statements reflect Billtrust and its capital structure prior to the Business Combination, and do not reflect New Billtrust or SMMC. |
Use of Estimates and Significant Judgements | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. Significant Judgements The Company determines standalone selling price (“SSP”) for all material performance obligations using observable inputs, such as the price of subsequent years of the contract, standalone sales and historical contract pricing. Some customers have the option to purchase additional subscription or transaction services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation. When the timing of revenue recognition differs from the timing of invoicing, i.e. Implementation services, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms, and other circumstances. Generally, the Company determined that contracts related to upfront Implement services do not include a significant financing component. The Company applies the practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. | Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets, determining the fair value associated with acquired assets and liabilities including deferred revenue, intangible asset and goodwill impairment, contingent consideration liabilities, stock based compensation and certain other of the Company’s accrued liabilities. The Company bases its estimates on historical experience, known trends, and other market specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 global pandemic, the global economy and financial markets have been disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and has not experienced any significant impact to its estimates and assumptions as a result of the COVID-19 pandemic. On an ongoing basis, the Company will continue to closely monitor the COVID-19 impact on its estimates and assumptions. |
Revenue Recognition | Revenue Recognition The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for the three months ended March 31, 2021 and 2020: 2021 2020 Subscription and transaction fees $ 30,183 $ 23,125 Services and other 2,936 1,399 Subscription, transaction and services $ 33,119 $ 24,524 Subscription and Transaction Fee Revenue Subscription and transaction fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. Sales tax and other The Company accounts for sales and other related taxes, as well as expenses associated with interchange on credit card transactions from third party card issuers or financial institutions which are a pass through cost, on a net basis, excluding such amounts from revenue. For expenses associated with interchange transactions, the Company has determined that it is acting as an agent with respect to these payment authorization services, based on the following factors: (1) the Company has no discretion over which card issuing bank will be used to process a transaction and is unable to direct the activity of the merchant to another card issuing bank, and (2) interchange and card network rates are pre-established by the card issuers or financial institutions, and the Company has no latitude in determining these fees. Therefore, revenue allocated to the payment authorization performance obligation is presented net of interchange and card network fees paid to the card issuing banks and financial institutions, respectively, for all periods presented. Deferred Revenue Amounts billed to clients in excess of revenue earned are recorded as deferred revenue liability. Deferred revenue as of March 31, 2021 and December 31, 2020 relates primarily to implementation fees for new customers or new services, which are being recognized ratably over the estimated term of the customer relationship, which is generally five years for the Company’s core billing and payments and cash application services, and two to four years for other services related to acquisitions in 2018 and 2019; as well as fees received to store billing data and annual maintenance service agreements, which are both being recognized ratably over the term of the service period. Deferred Commissions Commissions are recorded when earned and are included as a component of sales and marketing expense. Commission costs can be associated specifically with subscription and professional services arrangements. Commissions earned by the Company’s sales personnel are considered incremental and recoverable costs of obtaining a contract with a customer. Commission costs are deferred and then amortized over a period of benefit of four to five years. The Company determined the period of benefit by taking into consideration its past experience with customers and the average customer life of acquired customers (four years, compared to five years for all remaining customers), future cash flows expected from customers, industry peers and other available information. Commissions are earned by sales personnel upon the execution of the sales contract by the customer. Substantially all sales commissions are generally paid at one of three points: (i) upon execution of a customer contract, (ii) when a customer completes implementation and training processes or commences usage based volume, or (iii) after a period of time from three to twelve months thereafter. Commissions associated with subscription-based arrangements are typically earned when a customer order is received and when the customer is billed for the underlying contractual period. Commissions associated with professional services are typically earned in the month that services are rendered. The Company capitalized commission costs of $712 and amortized $747 to sales and marketing expense in the accompanying statements of operations during the three months ended March 31, 2021, in addition to commissions which were expensed as incurred related to the achievement of quotas or other performance obligations. As of March 31, 2021 and December 31, 2020 the Company had approximately $2,490 and $2,431 of current deferred commissions for amounts expected to be recognized in the next 12 months, $5,139 and $5,233 of noncurrent deferred commissions for amounts expected to be recognized thereafter. | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (FASB ASC Topic 606 or “ASC 606”), which supersedes the existing revenue recognition requirements under US GAAP and requires entities to recognize revenue when performance obligations have been satisfied by transferring control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. It also requires increased disclosures. In addition, ASU 2014-09 also includes subtopic ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers, (“ASC 340-40”), which provides guidance on accounting for certain revenue related costs including costs associated with obtaining and fulfilling a contract, discussed further below. On January 1, 2019, the Company adopted ASC 606 and ASC 340-40, applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Upon adoption, the Company selected the cumulative effect transition method, which had no impact on revenues, but did impact commissions expenses as further described below in the Deferred Commissions section. The Company recorded a net increase to opening retained earnings of approximately $1,908 as of January 1, 2019 due to the cumulative impact of adopting ASC 340-40 and a corresponding increase to the amount of prepaid commissions on the balance sheet. There was not a material impact to revenues for the year ended December 31, 2019 as a result of adopting ASC 606. The Company determines revenue recognition through the following five-step framework: 1. Identification of the contract, or contracts, with a customer; 2. Identification of the performance obligations in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the Company satisfies a performance obligation The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for each year ended December 31: 2020 2019 2018 Subscription and transaction fees $ 99,609 $ 89,476 $ 74,725 Services and other 8,960 6,984 4,846 Subscription, transaction and services $ 108,569 $ 96,460 $ 79,571 Subscription and Transaction Fee Revenue Subscription and Transaction Fee revenue is derived primarily from a hosted software as a service (SaaS) platform that enables billings and payment processing on behalf of customers. The Company’s services are billed on a subscription basis monthly, quarterly or annually. Transaction fees for certain services are billed monthly based on the volume of items processed each month at a contractual rate per item processed. Hosted solutions are provided without licensing perpetual rights to the software. The hosted solutions are integral to the overall service arrangement and are billed as a subscription fee as part of the overall service agreement with the customer. Subscription fees from hosted solutions are recognized monthly over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Transaction revenue is recognized concurrent with processing of the related transactions by the Company, which is when revenue is earned. The customer simultaneously receives and consumes the benefits as the Company performs. Transaction fees include per-item processing fees charged at contracted rates based on the number of invoices delivered or payments processed. Services Fees associated with upfront services represent a material right under ASC 606 as customers do not incur such fees in subsequent contract terms, and therefore they are considered to be at a discount compared to the initial contract period. Any revenues related to upfront implementation services for new customers or new products for existing customers are recognized ratably over the estimated period of the customer relationship, which is estimated to be five years other than for customer relationships from acquisitions which range from two to four years. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on when the services are fulfilled. In addition to implementation fees, professional services fees also include consulting services provided to customers on a time and materials basis. Revenues from consulting services are recognized as the services are completed based on their standalone value, and costs associated with short term services contracts are deferred and recognized with the corresponding revenue when services are completed. During 2019, the Company recognized other revenue of $1,200 related to a perpetual license granted to a customer for a one-time legacy software platform. |
Reimbursable Costs | Reimbursable costs The Company records reimbursable costs, consisting of postage on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. | Reimbursable costs The Company records reimbursable costs, consisting of postage, on a gross basis, since the goods or services giving rise to the reimbursable costs do not transfer a good or service to the customer. Rather, the goods or services are used or consumed by the Company in fulfilling its performance obligation to the customer. Corresponding expenses are recorded on an accrual basis and the costs are allocated based on specific types of postage to customers, but cannot specifically identify each postage invoice to specific customers. Because the cost of such revenue is equal to the revenue, it does not impact loss from operations or net loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates their fair value. At March 31, 2021 and December 31, 2020, the Company’s cash equivalents consisted primarily of money market funds. | |
Short term investments | Short-term investments The Company’s investments at March 31, 2021 consist of certificates of deposit with a financial institution, with a maturity date of twenty four months or less at the time of purchase. Management determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity, with related amortization is included in interest income, although no such amounts were held for the period ended March 31, 2021. Interest on securities classified as held-to-maturity is included in interest income. Investments are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates an investment for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new costs basis in the investment is established. The Company uses the specific identification method to determine the cost basis of securities sold. The carrying value of these instruments approximates their fair value. | |
Customer Funds and Customer Postage Deposits | Customer Funds In connection with providing electronic invoice presentment and payment facilitation services for its customers, the Company may receive client funds via Automated Clearing House (“ACH”) payment to the Company’s cash accounts at its contracted financial institution. The contractual agreements with the Company’s customers stipulate a period of up to three days for processing ACH returns and obligate the customer to reimburse the Company for returned payments. Timing differences in customer deposits into and disbursements from the Company’s separate cash account results in a balance of funds to be remitted to customers, which is reflected as customer funds payable in the accompanying Balance Sheets. Customer Postage Deposits The Company requires its customers to maintain a minimum level of postage deposits on account. Customer postage deposits are presented as a liability in the accompanying Balance Sheets and generally do not change unless customer postage usage significantly changes, new customers are added, or existing customers cancel services. | |
Accrued Expenses and Other | Accrued Expenses and Other Accrued expenses includes items such as vendor invoices which have not been received as well as other payroll, bonus and related items, which are expected to be paid in the subsequent twelve months. | |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $2,845 were accrued and deferred as of December 31, 2020 and consisted principally of professional, printing, filing, regulatory and other costs that were charged to additional paid-in capital upon completion of the business combination. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements issued and adopted In November 2019, the Financial Accounting Standards Board (“FASB”) Issued ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, the amount that will be recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment award. As an emerging growth company, ASU 2019-08 may be adopted by the Company effective in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020; however, early adoption is permitted. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The new guidance was adopted by the Company effective January 1, 2021 and did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for years beginning after December 15, 2020. The new guidance was adopted by the Company effective January 1, 2021 and did not impact its consolidated financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year, thus the Company expects to adopt this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023, and will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, although it may be required to adopt this guidance effective for the year ended December 31, 2020. The Company is in the process of evaluating the impact that the pronouncement will have on its consolidated financial statements. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the its consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim period beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on its consolidated financial statements. | Recent Accounting Pronouncements Accounting pronouncements issued and adopted On January 1, 2020, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The new standard requires cash and cash equivalents balances on the statement of cash flows to include restricted cash and cash equivalent balances. ASU 2016-18 requires a company to provide appropriate disclosures about its accounting policies pertaining to restricted cash in accordance with GAAP. Additionally, changes in restricted cash and restricted cash equivalents that results from transfers between cash, cash equivalents, and restricted cash and restricted cash equivalents are not to be presented as cash flow activities in the statement of cash flows. The adoption of ASU 2016-18 did not have a material impact on the Company’s financial position, results of operations, cash flows, or disclosures. However, subsequent to the adoption of ASU 2016-18, in connection with our Financing Agreement (Note 8), a cash amount of $3,277 was pledged as security for our outstanding letters of credit and classified as restricted cash in the accompanying December 31, 2020 balance sheet and included in the ending cash, cash equivalents and restricted cash in the statement of cash flows for the twelve months ended December 31, 2020. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The new guidance was effective for the Company beginning January 1, 2020 and was not material to the financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820)”, which modifies, removes and adds certain disclosure requirements on fair value measurements. The new guidance was effective for the Company on January 1, 2020 and was not material to the financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (“Topic 842”) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all of their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets for all leases with lease terms greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year, thus the Company expects to adopt this guidance for the annual reporting period beginning January 1, 2022, and interim reporting periods within annual reporting period beginning January 1, 2023, and will require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, although it may be required to adopt this guidance effective for the year ended December 31, 2021. The Company is in the process of evaluating the impact that the pronouncement will have on the financial statements. In June 2016, FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-13 on the financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test and requires an entity to write down the carrying value of goodwill up to the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this standard on the financial statements. In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. In November 2019, the FASB Issued ASU 2019-08, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which requires share-based payment awards granted to a customer to be measured and classified in accordance with Topic 718. Accordingly, the amount that will be recorded as a reduction in the transaction price should be based on the grant-date fair value of the share-based payment award. As an emerging growth company, ASU 2019-08 may be adopted by the Company effective in fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020; however, early adoption is permitted. This new guidance will be effective for the Company for annual reporting period beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The ASU is intended to simplify various aspects related to accounting for income taxes. The Company is expecting to adopt the guidance from annual periods beginning after December 15, 2021 and interim period beginning December 15, 2022. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments by eliminating large sections of the existing guidance and eliminating several triggers for derivative accounting, including a requirement to settle certain contracts by delivering registered shares. This update is effective for fiscal years beginning after December 15, 2021, including interim periods within those years, and early adoption is permitted for years beginning after December 15, 2020. The Company is currently evaluating the impact that the pronouncement will have on the financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | ||
Components of Subscription, Transaction and Services Revenues | The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for the three months ended March 31, 2021 and 2020: 2021 2020 Subscription and transaction fees $ 30,183 $ 23,125 Services and other 2,936 1,399 Subscription, transaction and services $ 33,119 $ 24,524 | The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for each year ended December 31: 2020 2019 2018 Subscription and transaction fees $ 99,609 $ 89,476 $ 74,725 Services and other 8,960 6,984 4,846 Subscription, transaction and services $ 108,569 $ 96,460 $ 79,571 |
Changes in Total Current and Long-term Deferred Revenue | The table below shows significant changes in the total current and long-term deferred revenue during the year ended December 31, 2020. Ending balance December 31, 2019 $ 25,068 Amounts invoiced but not recognized 54,837 Revenue recognized (50,149 ) Ending balance December 31, 2020 $ 29,756 | |
Estimated Useful Lives | Amortization and depreciation are recorded on a straight-line basis over the estimated useful lives or depreciation periods of the assets as follows: Assets held under capital leases – computer, print and mail equipment 3-5 years Computer, print and mail equipment 3-5 years Furniture and fixtures 3-15 years Software 3 years Vehicles 5 years Leasehold improvements Lesser of estimated useful life or the term of the related lease |
Acquisitions (FY) (Tables)
Acquisitions (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Contingent Consideration Liabilities | Below is a reconciliation of the liability balance at the Closing Date and the changes therein for the three months ended March 31, 2021: Earnout Shares Sponsor Vesting Shares Total Fair value on Closing Date $ 191,095 $ 39,900 $ 230,995 Change in fair value during the period (included in Other expense) 8,246 1,780 10,026 Amount paid for tax withholding (4,013 ) — (4,013 ) Amount reclassified to equity (195,328 ) (41,680 ) (237,008 ) Ending balance $ — $ — $ — | |
Second Phase [Member] | ||
Business Acquisition [Line Items] | ||
Allocation of Acquisition Purchase Price | The allocation of the Second Phase acquisition purchase price as of April 2019 was as follows: Other current assets $ 499 Property and equipment 30 Customer relationships 2,360 Technology 740 Non-compete agreements 720 Tradename 160 Goodwill 4,877 Other current liabilities (54 ) Deferred revenue liability (800 ) Total purchase price $ 8,532 | |
Credit2B [Member] | ||
Business Acquisition [Line Items] | ||
Allocation of Acquisition Purchase Price | The allocation of the Credit2B acquisition purchase price as of April 2018 was as follows: Other current assets $ 615 Property and equipment 56 Customer relationships 2,100 Technology 800 Non-compete agreements 710 Tradename 10 Goodwill 13,714 Other current liabilities (403 ) Deferred revenue liability (1,324 ) Total purchase price $ 16,278 | |
Contingent Consideration Liabilities | The following table presents the changes in the Company’s contingent consideration liabilities for the years ended December 31, 2020 and 2019: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 |
Fair Value Measurements (FY) (T
Fair Value Measurements (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Abstract] | ||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes the conclusions reached as of December 31, 2020 and 2019: December 31, 2020 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 14,642 $ 14,642 $ — $ — Short-term investments — — — — Restricted Cash 3,277 3,277 — — $ 17,919 $ 17,919 $ — $ — Liabilities: Contingent consideration (2) $ 660 $ — $ — $ 660 Warrants to purchase Series C Preferred stock (3) 1,172 — — 1,172 $ 1,832 $ — $ — $ 1,832 December 31, 2019 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 4,736 $ 4,736 $ — $ — $ 4,736 $ 4,736 $ — $ — Liabilities: Contingent consideration (2) $ 1,066 $ — $ — $ 1,066 Warrants to purchase Series C Preferred stock (4) 246 — — 246 $ 1,312 $ — $ — $ 1,312 (1) As of December 31, 2020 and 2019, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. (2) The Company’s business acquisition of Second Phase (discussed in Note 3) is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at December 31, 2020 was based on management’s expectations of the achievement of targets related to the contingent consideration. (3) As of December 31, 2020, the Company had outstanding warrants to purchase Series C Preferred stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $13.03; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. (4) As of December 31, 2019, the fair value of the warrants to purchase Series C Preferred stock was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $3.81; term of 4.5 years; risk-free rate of 1.67%; volatility of 47%; and a dividend yield of 0.0%. | |
Change in Measured at Fair Value on a Recurring Basis for Using Significant Unobservable Inputs (Level 3) | The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the periods ended March 31, 2021 and December 31, 2020: Warrants Liability: Ending balance, December 31, 2020 $ 1,172 Change in fair value (1) 256 Exercise of Series C warrants (1,428 ) Ending balance, March 31, 2021 $ — Contingent Consideration: Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 Adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. | The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the years ended December 31, 2020 and 2019: Warrants Liability: Ending balance, December 31, 2018 $ 234 Change in fair value (1) 12 Ending balance, December 31, 2019 $ 246 Change in fair value (1) 926 Ending balance, December 31, 2020 $ 1,172 Contingent Consideration: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets, net [Abstract] | ||
Changes in Goodwill | The following table represents the changes in goodwill: Ending balance, December 31, 2020 $ 36,956 Changes during the three months ended March 31, 2021 — Ending balance, March 31, 2021 $ 36,956 | The following table represents the changes in goodwill: Ending balance, December 31, 2018 $ 32,079 Additions from acquisition 4,877 Ending balance, December 31, 2019 $ 36,956 |
Intangible Assets | The gross carrying value, accumulated amortization, and net carrying value of intangible assets as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (9,111 ) $ 7,239 Non-compete agreements 1,430 (702 ) 728 Trademarks and trade names 160 (53 ) 107 Technology 1,540 (636 ) 904 Total $ 19,480 $ (10,502 ) $ 8,978 December 31, 2020 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 1,460 (660 ) 800 Trademarks and trade names 160 (47 ) 113 Technology 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 | The weighted average useful life, gross carrying value, accumulated amortization, and net carrying value of intangible assets as of December 31, 2020 and 2019 are as follows: December 31, 2020 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 12.2 years $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 5.0 years 1,460 (660 ) 800 Trademarks and trade names 6.0 years 160 (47 ) 113 Technology 6.0 years 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 December 31, 2019 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 11.4 years $ 21,340 $ (12,037 ) $ 9,303 Non-compete agreements 5.4 years 1,860 (768 ) 1,092 Trademarks and trade names 6.6 years 350 (210 ) 140 Technology 6.0 years 4,724 (3,499 ) 1,225 Total $ 28,274 $ (16,514 ) $ 11,760 |
Estimated Amortization Expense | Estimated amortization expense for the next five years and thereafter as of March 31, 2021 is as follows: remainder of 2021 $ 1,269 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 8,978 | Estimated amortization expense for the next five years and thereafter as of December 31, 2020 is as follows: 2021 $ 1,825 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 9,534 |
Property and Equipment, net (_2
Property and Equipment, net (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, net [Abstract] | ||
Property and Equipment, Net | Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Assets held under capital leases – computer, print and mail equipment and software $ 3,784 $ 3,752 Computer, print and mail equipment 8,293 7,998 Furniture and fixtures 4,073 4,073 Leasehold improvements 12,133 12,120 Software 1,437 1,437 Vehicles 115 115 Internal software development 2,759 2,644 Construction in progress 157 79 32,751 32,218 Less: accumulated depreciation and amortization (16,371 ) (15,568 ) Total $ 16,380 $ 16,650 | Property and equipment, net consists of the following as of December 31 of each year: 2020 2019 Assets held under capital leases – computer, print and mail equipment and software $ 3,752 $ 3,746 Computer, print and mail equipment 7,998 7,043 Furniture and fixtures 4,073 4,040 Leasehold improvements 12,120 12,071 Software 1,437 1,349 Vehicles 115 115 Internal software development 2,644 2,067 Construction in progress 79 24 32,218 30,455 Less: accumulated depreciation and amortization (15,568 ) (12,170 ) Total $ 16,650 $ 18,285 |
Current and Long-Term Debt an_3
Current and Long-Term Debt and Capital Lease Obligations (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Current and Long-Term Debt and Capital Lease Obligations [Abstract] | ||
Schedule of Current and Long-term Debt and Capital Lease Obligations | Current and long-term debt and capital lease obligations consist of the following: March 31, 2021 December 31, 2020 Term Loan $ — $ 44,663 Unamortized debt issuance costs — (1,234 ) Revolving Facility Line of Credit — — Capital lease obligations 212 246 Subtotal 212 43,675 Less: current portion, net of unamortized debt issuance costs (170 ) (380 ) $ 42 $ 43,295 | Current and long-term debt and capital lease obligations consist of the following as of December 31 of each year: December 31, 2020 2019 Term Loan $ 44,663 $ 5,833 Unamortized debt issuance costs (1,234 ) (67 ) Revolving Facility Line of Credit — 22,750 Capital lease obligations 246 502 Subtotal 43,675 29,018 Less: current portion, net of unamortized debt issuance costs (380 ) (876 ) $ 43,295 $ 28,142 |
Future Minimum Principal Payments Due for Amounts Outstanding Under the Credit Facility | Future minimum principal payments due for amounts outstanding under the Credit Facility at December 31, 2020, were as follows. 2021 $ 450 2022 450 2023 450 2024 450 2025 42,863 Thereafter — Total $ 44,663 |
Incentive Compensation Plans _2
Incentive Compensation Plans (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Incentive Compensation Plans [Abstract] | ||
Stock Option Activity | A summary of the stock option activity during each period and related options outstanding and exercisable from both the 2003 Plan and 2014 Plan, as retroactively adjusted (refer to Note 1) are as follows: Shares Weighted- Average Exercise Price Remaining Contractual Life (Years) Options outstanding, December 31, 2018 1,742,018 $ 10.64 6.4 Retroactive application of reverse recapitalization (Note 1) 10,849,752 (9.17 ) Adjusted options outstanding, December 31, 2018 12,591,770 $ 1.47 6.4 Granted 1,770,289 3.32 Exercised (1,467,432 ) 0.77 Forfeited (1,241,216 ) 2.36 Options, outstanding, December 31, 2019 11,653,411 $1.75 5.3 Granted 8,818,051 3.36 Exercised (1,339,607 ) 0.98 Forfeited (2,961,117 ) 2.58 Options outstanding, December 31, 2020 16,170,738 $2.69 6.9 Options vested and expected to vest, December 31, 2020 15,222,396 $ 2.53 6.8 Options exercisable, December 31, 2020 8,226,613 $ 1.69 5.0 | |
Stock Option, Fair Value Valuation Assumptions | The determination of the fair value of the options granted during the three months ended March 31, 2021 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: 2021 2020 Risk-free interest rate 0.64% - 1.12 % 1.57% - 1.73 % Dividend yield — % — % Volatility factor of the expected market price of the Company’s common stock 41.56% - 41.62 % 39.44% - 39.93 % Expected life of option 5.5 years 6.9 years | 2020 2019 2018 Risk-free interest rate 0.4% - 1.6 % 1.7% - 2.6 % 2.7% - 3.1 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility factor of the expected market price of the Company’s common stock 39% - 45 % 38% - 40 % 34% - 42 % Expected life of option 6.9 years 6.9 years 7.1 years |
Stock Compensation Expense | The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the for the three months ended March 31, 2021 and 2020, as follows: 2021 2020 Cost of subscription, transaction and other revenue $ 443 $ 33 Research and development 1,223 100 Sales and marketing 1,333 74 General and administrative 5,827 274 $ 8,826 $ 481 | The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the years ended December 31, 2020, 2019 and 2018 as follows: 2020 2019 2018 Cost of subscription, transaction and other revenue $ 263 $ 133 $ 114 Research and development 697 384 239 Sales and marketing 465 296 347 General and administrative 1,638 1,301 1,096 $ 3,063 $ 2,114 $ 1,796 |
Income Taxes (FY) (Tables)
Income Taxes (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes [Abstract] | |
Provision for Income Taxes | The provision for income taxes consists of the following: 2020 2019 2018 Current: Federal $ 6 $ 44 $ — State (14 ) (12 ) (17 ) (8 ) 32 (17 ) Deferred: Federal (94 ) (138 ) (72 ) State (102 ) (54 ) 20 (196 ) (192 ) (52 ) Provision for income taxes $ (204 ) $ (160 ) $ (69 ) |
Reconciliation of Federal Income Tax Rate | The difference between the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes is as follows: 2020 2019 2018 Statutory rate applied to pre-tax loss 3,533 4,755 3,814 Permanent items (256 ) (115 ) (79 ) Stock compensation related expenses 449 (274 ) (103 ) State taxes 458 290 1,226 Valuation allowance (4,462 ) (4,816 ) (4,930 ) Other 74 — 3 Provision for income taxes $ (204 ) $ (160 ) $ (69 ) |
Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities are as follows: 2020 2019 Deferred tax assets: Compensation and bonuses $ 1,707 $ 986 Intangible assets 2,303 2,355 Stock-based compensation 620 375 Accrued expenses and other 863 184 Net operating loss carryforwards 20,242 18,937 Unearned revenue 3,179 2,575 Other carryforwards 30 23 Interest expense limitation 1,652 534 Deferred rent 641 578 Valuation allowance (24,178 ) (19,717 ) Deferred tax assets, net of valuation allowance $ 7,059 $ 6,830 Deferred tax liabilities: Deferred implementation costs (2,707 ) (2,624 ) Fixed assets (2,723 ) (2,953 ) Goodwill (2,397 ) (1,825 ) Deferred tax liabilities $ (7,827 ) $ (7,402 ) Total deferred taxes $ (768 ) $ (572 ) |
Commitments and Contingencies_3
Commitments and Contingencies (FY) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Lease Payments for Operating Leases and Capital Leases | Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2020 and expire through 2033 are as follows: Year ending December 31, Operating Leases Capital Leases 2021 $ 4,772 $ 211 2022 4,667 42 2023 4,433 — 2024 4,107 — 2025 4,166 — Thereafter 30,848 — Total minimum lease payments $ 52,993 $ 253 Less amounts representing interest (7 ) Present value of lease payments 246 Less current portion (204 ) Long-term portion of minimum lease payments $ 42 |
Segment Information (FY) (Table
Segment Information (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | ||
Schedule of Segment Reporting Information | The Company’s segment information is as follows: March 31, 2021 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,498 $ 25,685 $ — $ 30,183 Services and other — — 2,936 2,936 Subscription, transaction and services 4,498 25,685 2,936 33,119 Reimbursable costs 8,817 — — 8,817 Total revenues 13,315 25,685 2,936 41,936 Cost of Revenues: Cost of subscription, transaction and services revenue 1,926 3,711 3,616 9,253 Cost of reimbursable costs 8,817 — — 8,817 Total cost of revenues, excluding depreciation and amortization 10,743 3,711 3,616 18,070 Segment gross profit - subscription, transaction and services 2,572 21,974 (680 23,866 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,572 $ 21,974 $ (680 $ 23,866 Total segment gross margin, excluding depreciation and amortization 19.3 85.6 (23.2 56.9 % Segment gross margin - subscription, transaction and services 57.2 85.6 (23.2 72.1 % Unallocated amounts: Sales and marketing $ 8,936 Research and development 10,993 General and administrative 12,450 Depreciation and amortization 1,360 Interest income (103 ) Interest expense and loss on extinguishment of debt 2,942 Change in fair value and other income (expense), net 9,990 Loss before income taxes $ (22,702 ) March 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,786 $ 18,339 $ — $ 23,125 Services and other — — 1,399 1,399 Subscription, transaction and services 4,786 18,339 1,399 24,524 Reimbursable costs 9,621 — — 9,621 Total revenues 14,407 18,339 1,399 34,145 Cost of Revenues: Cost of subscription, transaction and services revenue 2,211 3,114 2,565 7,890 Cost of reimbursable costs 9,621 — — 9,621 Total cost of revenues, excluding depreciation and amortization 11,832 3,114 2,565 17,511 Segment gross profit - subscription, transaction and services 2,575 15,225 (1,166 16,634 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,575 $ 15,225 $ (1,166 $ 16,634 Total segment gross margin, excluding depreciation and amortization 17.9 83.0 (83.3 48.7 % Segment gross margin - subscription, transaction and services 53.8 83.0 (83.3 67.8 % Unallocated amounts: Sales and marketing $ 6,422 Research and development 9,384 General and administrative 5,248 Depreciation and amortization 1,411 Interest income (16 ) Interest expense and loss on extinguishment of debt 1,183 Change in fair value and other income (expense), net 19 Loss before income taxes $ (7,017 ) | The Company’s segment information is as follows: December 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 18,445 $ 81,164 $ — $ 99,609 Services and other — — 8,960 8,960 Subscription, transaction and services 18,445 81,164 8,960 108,569 Reimbursable costs 37,116 — — 37,116 Total revenues 55,561 81,164 8,960 145,685 Cost of Revenues: Cost of subscription, transaction and services revenue 8,492 12,571 11,468 32,531 Cost of reimbursable costs 37,116 — — 37,116 Total cost of revenues, excluding depreciation and amortization 45,608 12,571 11,468 69,647 December 31, 2020 Print Software and Payments All other Total Segment gross profit - subscription, transaction and services 9,953 68,593 (2,508 ) 76,038 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 9,953 $ 68,593 $ (2,508 ) $ 76,038 Total segment gross margin, excluding depreciation and amortization 17.9 % 84.5 % (28.0 )% 52.2 % Segment gross margin - subscription, transaction and services 54.0 % 84.5 % (28.0 )% 70.0 % Unallocated amounts: Sales and marketing $ 23,420 Research and development 36,468 General and administrative 22,188 Depreciation and amortization 5,624 Interest income (18 ) Interest expense 4,661 Other (income)/expense, net 518 Loss before income taxes (16,823 ) December 31, 2019 Print Software and Payments All other Total Revenues: Subscription and transaction $ 20,612 $ 68,864 $ — $ 89,476 Services and other — — 6,984 6,984 Subscription, transaction and services 20,612 68,864 6,984 96,460 Reimbursable costs 40,008 — — 40,008 Total revenues 60,620 68,864 6,984 136,468 Cost of Revenues: Cost of subscription, transaction and services revenue 9,642 11,900 10,473 32,015 Cost of reimbursable costs 40,008 — — 40,008 Total cost of revenues, excluding depreciation and amortization 49,650 11,900 10,473 72,023 Segment gross profit - subscription, transaction and services 10,970 56,964 (3,489 ) 64,445 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,970 $ 56,964 $ (3,489 ) $ 64,445 Total segment gross margin, excluding depreciation and amortization 18.1 % 82.7 % (50.0 )% 47.2 % Segment gross margin - subscription, transaction and services 53.2 % 82.7 % (50.0 )% 66.8 % December 31, 2019 Print Software and Payments All other Total Unallocated amounts: Sales and marketing $ 22,098 Research and development 34,285 General and administrative 23,297 Depreciation and amortization 5,881 Interest income (1 ) Interest expense 1,507 Other (income)/expense, net 21 Loss before income taxes $ (22,643 ) December 31, 2018 Print Software and Payments All other Total Revenues: Subscription and transaction $ 21,120 $ 53,605 $ — $ 74,725 Services and other — — 4,846 4,846 Subscription, transaction and services 21,120 53,605 4,846 79,571 Reimbursable costs 40,944 — — 40,944 Total revenues 62,064 53,605 4,846 120,515 Cost of Revenues: Cost of subscription, transaction and services revenue 10,517 8,271 7,779 26,567 Cost of reimbursable costs 40,944 — — 40,944 Total cost of revenues, excluding depreciation and amortization 51,461 8,271 7,779 67,511 Segment gross profit - subscription, transaction and services 10,603 45,334 (2,933 ) 53,004 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,603 $ 45,334 $ (2,933 ) $ 53,004 Total segment gross margin, excluding depreciation and amortization 17.1 % 84.6 % (60.5 )% 44.0 % Segment gross margin - subscription, transaction and services 50.2 % 84.6 % (60.5 )% 67.0 % Unallocated amounts: Sales and marketing $ 21,677 Research and development 23,606 General and administrative 18,743 Depreciation and amortization 6,040 Interest income (136 ) Interest expense 814 Other (income)/expense, net 422 Loss before income taxes $ (18,162 ) |
Loss per Share (FY) (Tables)
Loss per Share (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Loss Per Share [Abstract] | ||
Loss per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share attributable to the Class 1 and Class 2 common stockholders, which have the same rights and privileges except for voting rights, for the for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts): March 31, 2021 2020 Numerator: Net loss $ (22,794 ) $ (7,097 ) Denominator: Weighted-average common shares outstanding 144,207 99,804 Net loss per share attributable to common stockholders (Class 1 and Class 2), basic and diluted $ (0.16 ) $ (0.07 ) | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts), as retroactively adjusted (refer to Note 1): December 31, 2020 2019 2018 Numerator: Net loss $ (17,027 ) $ (22,803 ) $ (18,231 ) Denominator: Weighted-average common shares outstanding 100,022,546 99,272,157 97,951,673 Net loss per share attributable to common stockholders, basic and diluted $ (0.17 ) $ (0.23 ) $ (0.19 ) |
Antidilutive Securities Excluded from Computation of Diluted Earnings per Share | Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: March 31, 2021 2020 Options to purchase common stock 22,383,267 12,870,603 Restricted Stock Units (RSU’s) 834,228 — Warrants 12,500,000 12,500,000 35,717,495 25,370,603 | Potentially dilutive securities, as retroactively adjusted (refer to Note 1), that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: December 31, 2020 2019 2018 Options to purchase common stock 16,170,737 11,653,411 12,591,770 Series C Warrants 105,005 105,005 105,005 16,275,742 11,758,416 12,696,775 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Principal Activities From Which the Company Generates Revenue | The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for the three months ended March 31, 2021 and 2020: 2021 2020 Subscription and transaction fees $ 30,183 $ 23,125 Services and other 2,936 1,399 Subscription, transaction and services $ 33,119 $ 24,524 | The following is a description of principal activities from which the Company generates revenue, as well as a further breakdown of the components of subscription, transaction and services revenues for each year ended December 31: 2020 2019 2018 Subscription and transaction fees $ 99,609 $ 89,476 $ 74,725 Services and other 8,960 6,984 4,846 Subscription, transaction and services $ 108,569 $ 96,460 $ 79,571 |
Contingent Consideration (Q1) (
Contingent Consideration (Q1) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions [Abstract] | |
Schedule of business acquisitions, contingent consideration | The following table presents the changes in the Company’s contingent consideration liabilities for the three months ended March 31, 2021 and 2020: Ending Balance December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration — Ending Balance March 31, 2020 (current and long-term liabilities) $ 1,066 Ending Balance December 31, 2020 (current and long-term liabilities) $ 660 Fair value adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 |
Business Combination (Q1) (Tabl
Business Combination (Q1) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Business Combination, accounted for as a reverse recapitalization, to the condensed consolidated statement of cash flows and the consolidated statement of changes in redeemable preferred stock and stockholders’ equity for the period ended March 31, 2021: Reverse Recapitalization (in thousands) Cash - South Mountain (net of redemptions and non-contingent expenses) $ 240,670 Cash - PIPE investors 200,000 Cash electing shares of Legacy Billtrust shareholders (90,061 ) Less fees to underwriters and other transaction costs (20,200 ) Net cash received from reverse recapitalization 330,409 Net assets acquired and other adjustments 255 Net contributions from reverse recapitalization $ 330,664 The number of shares of Class 1 and Class 2 common stock of BTRS Holdings Inc. issued immediately following the consummation of the Business Combination, accounted for as a reverse recapitalization, is summarized as follows: Number of Shares Common Stock outstanding prior to Business Combination 25,000,000 Shares from South Mountain Founder Shares 5,500,000 Less redemption of South Mountain Shares (2,015 ) Number of Shares Common Stock of South Mountain 30,497,985 Shares issued from PIPE 20,000,000 Less: Shares of Legacy Billtrust shareholders purchased for cash (9,005,863 ) Recapitalization shares 41,492,122 Legacy Billtrust stockholders 103,773,986 Total Shares 145,266,108 |
Schedule of Contingent Consideration Liabilities | Below is a reconciliation of the liability balance at the Closing Date and the changes therein for the three months ended March 31, 2021: Earnout Shares Sponsor Vesting Shares Total Fair value on Closing Date $ 191,095 $ 39,900 $ 230,995 Change in fair value during the period (included in Other expense) 8,246 1,780 10,026 Amount paid for tax withholding (4,013 ) — (4,013 ) Amount reclassified to equity (195,328 ) (41,680 ) (237,008 ) Ending balance $ — $ — $ — |
Fair Value Measurements (Q1) (T
Fair Value Measurements (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Abstract] | ||
Schedule of Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached as of March 31, 2021 and December 31, 2020 : March 31, 2021 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 261,013 $ 261,013 $ — $ — Short-term investments 25,000 25,000 — — Restricted Cash 2,914 2,914 — — $ 288,927 $ 288,927 $ — $ — Liabilities: Contingent consideration (2) $ 370 $ — $ — $ 370 $ 370 $ — $ — $ 370 December 31, 2020 Balance Level 1 Level 2 Level 3 Assets: Cash and cash equivalents (1) $ 14,642 $ 14,642 $ — $ — Restricted Cash 3,277 3,277 — — $ 17,919 $ 17,919 $ — $ — Liabilities: Contingent consideration (2) $ 660 $ — $ — $ 660 Warrants to purchase Series C Preferred stock (3) 1,172 — — 1,172 $ 1,832 $ — $ — $ 1,832 (1) As of March 31, 2021 and December 31, 2020, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. (2) The Company’s business acquisition of Second Phase is included in contingent consideration. The Company’s valuation of the fair value of contingent consideration related to Second Phase at March 31, 2021 was based on management’s expectations of the achievement of targets related to the contingent consideration. (3) As of December 31, 2020, the Company had outstanding warrants to purchase Series C stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $94.22; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. The warrants were exercised and subsequently converted to common stock as part of the Business Combination and are not outstanding as of March 31, 2021. | |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the periods ended March 31, 2021 and December 31, 2020: Warrants Liability: Ending balance, December 31, 2020 $ 1,172 Change in fair value (1) 256 Exercise of Series C warrants (1,428 ) Ending balance, March 31, 2021 $ — Contingent Consideration: Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 Adjustments to contingent consideration (290 ) Ending balance, March 31, 2021 (current and long-term liabilities) $ 370 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. | The following tables presents the changes in the Company’s Level 3 instruments measured at fair value on a recurring basis for the years ended December 31, 2020 and 2019: Warrants Liability: Ending balance, December 31, 2018 $ 234 Change in fair value (1) 12 Ending balance, December 31, 2019 $ 246 Change in fair value (1) 926 Ending balance, December 31, 2020 $ 1,172 Contingent Consideration: Ending balance, December 31, 2018 (current and long-term liabilities) $ — Contingent Consideration attributable to the Second Phase acquisition 1,066 Ending balance, December 31, 2019 (current and long-term liabilities) $ 1,066 Fair value adjustments to contingent consideration (406 ) Ending balance, December 31, 2020 (current and long-term liabilities) $ 660 (1) Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets, net [Abstract] | ||
Schedule of Goodwill | The following table represents the changes in goodwill: Ending balance, December 31, 2020 $ 36,956 Changes during the three months ended March 31, 2021 — Ending balance, March 31, 2021 $ 36,956 | The following table represents the changes in goodwill: Ending balance, December 31, 2018 $ 32,079 Additions from acquisition 4,877 Ending balance, December 31, 2019 $ 36,956 |
Schedule of Finite-Lived Intangible Assets | The gross carrying value, accumulated amortization, and net carrying value of intangible assets as of March 31, 2021 and December 31, 2020 are as follows: March 31, 2021 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (9,111 ) $ 7,239 Non-compete agreements 1,430 (702 ) 728 Trademarks and trade names 160 (53 ) 107 Technology 1,540 (636 ) 904 Total $ 19,480 $ (10,502 ) $ 8,978 December 31, 2020 Gross Carrying Value Accumulated amortization Net Customer relationships $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 1,460 (660 ) 800 Trademarks and trade names 160 (47 ) 113 Technology 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 | The weighted average useful life, gross carrying value, accumulated amortization, and net carrying value of intangible assets as of December 31, 2020 and 2019 are as follows: December 31, 2020 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 12.2 years $ 16,350 $ (8,698 ) $ 7,652 Non-compete agreements 5.0 years 1,460 (660 ) 800 Trademarks and trade names 6.0 years 160 (47 ) 113 Technology 6.0 years 1,540 (571 ) 969 Total $ 19,510 $ (9,976 ) $ 9,534 December 31, 2019 Weighted Average Useful Life Gross Carrying Value Accumulated amortization Net Customer relationships 11.4 years $ 21,340 $ (12,037 ) $ 9,303 Non-compete agreements 5.4 years 1,860 (768 ) 1,092 Trademarks and trade names 6.6 years 350 (210 ) 140 Technology 6.0 years 4,724 (3,499 ) 1,225 Total $ 28,274 $ (16,514 ) $ 11,760 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the next five years and thereafter as of March 31, 2021 is as follows: remainder of 2021 $ 1,269 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 8,978 | Estimated amortization expense for the next five years and thereafter as of December 31, 2020 is as follows: 2021 $ 1,825 2022 1,269 2023 1,174 2024 930 2025 737 Thereafter 3,599 Total $ 9,534 |
Property and Equipment, net (_3
Property and Equipment, net (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, net [Abstract] | ||
Schedule of property and equipment | Property and equipment, net consists of the following: March 31, 2021 December 31, 2020 Assets held under capital leases – computer, print and mail equipment and software $ 3,784 $ 3,752 Computer, print and mail equipment 8,293 7,998 Furniture and fixtures 4,073 4,073 Leasehold improvements 12,133 12,120 Software 1,437 1,437 Vehicles 115 115 Internal software development 2,759 2,644 Construction in progress 157 79 32,751 32,218 Less: accumulated depreciation and amortization (16,371 ) (15,568 ) Total $ 16,380 $ 16,650 | Property and equipment, net consists of the following as of December 31 of each year: 2020 2019 Assets held under capital leases – computer, print and mail equipment and software $ 3,752 $ 3,746 Computer, print and mail equipment 7,998 7,043 Furniture and fixtures 4,073 4,040 Leasehold improvements 12,120 12,071 Software 1,437 1,349 Vehicles 115 115 Internal software development 2,644 2,067 Construction in progress 79 24 32,218 30,455 Less: accumulated depreciation and amortization (15,568 ) (12,170 ) Total $ 16,650 $ 18,285 |
Current and Long-Term Debt an_4
Current and Long-Term Debt and Capital Lease Obligations (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Current and Long-Term Debt and Capital Lease Obligations [Abstract] | ||
Schedule of Current and Long-term Debt and Capital Lease Obligations | Current and long-term debt and capital lease obligations consist of the following: March 31, 2021 December 31, 2020 Term Loan $ — $ 44,663 Unamortized debt issuance costs — (1,234 ) Revolving Facility Line of Credit — — Capital lease obligations 212 246 Subtotal 212 43,675 Less: current portion, net of unamortized debt issuance costs (170 ) (380 ) $ 42 $ 43,295 | Current and long-term debt and capital lease obligations consist of the following as of December 31 of each year: December 31, 2020 2019 Term Loan $ 44,663 $ 5,833 Unamortized debt issuance costs (1,234 ) (67 ) Revolving Facility Line of Credit — 22,750 Capital lease obligations 246 502 Subtotal 43,675 29,018 Less: current portion, net of unamortized debt issuance costs (380 ) (876 ) $ 43,295 $ 28,142 |
Incentive Compensation Plans _3
Incentive Compensation Plans (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Incentive Compensation Plans [Abstract] | ||
Stock Option Valuation Assumptions | The determination of the fair value of the options granted during the three months ended March 31, 2021 was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions: 2021 2020 Risk-free interest rate 0.64% - 1.12 % 1.57% - 1.73 % Dividend yield — % — % Volatility factor of the expected market price of the Company’s common stock 41.56% - 41.62 % 39.44% - 39.93 % Expected life of option 5.5 years 6.9 years | 2020 2019 2018 Risk-free interest rate 0.4% - 1.6 % 1.7% - 2.6 % 2.7% - 3.1 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility factor of the expected market price of the Company’s common stock 39% - 45 % 38% - 40 % 34% - 42 % Expected life of option 6.9 years 6.9 years 7.1 years |
Share-based Compensation Expense | The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the for the three months ended March 31, 2021 and 2020, as follows: 2021 2020 Cost of subscription, transaction and other revenue $ 443 $ 33 Research and development 1,223 100 Sales and marketing 1,333 74 General and administrative 5,827 274 $ 8,826 $ 481 | The Company included stock compensation expense related to all of the Company’s stock option awards in various expense categories for the years ended December 31, 2020, 2019 and 2018 as follows: 2020 2019 2018 Cost of subscription, transaction and other revenue $ 263 $ 133 $ 114 Research and development 697 384 239 Sales and marketing 465 296 347 General and administrative 1,638 1,301 1,096 $ 3,063 $ 2,114 $ 1,796 |
Commitments and Contingencies_4
Commitments and Contingencies (Q1) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at March 31, 2021 and expire through 2033 are as follows: March 31, 2021 Operating Leases Capital Leases remainder of 2021 $ 3,567 $ 153 2022 4,716 52 2023 4,444 13 2024 4,089 1 2025 4,055 — Thereafter 30,811 — Total minimum lease payments $ 51,682 $ 219 Less amounts representing interest (7 ) Present value of lease payments 212 Less current portion (170 ) Long-term portion of minimum lease payments $ 42 |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year at March 31, 2021 and expire through 2033 are as follows: March 31, 2021 Operating Leases Capital Leases remainder of 2021 $ 3,567 $ 153 2022 4,716 52 2023 4,444 13 2024 4,089 1 2025 4,055 — Thereafter 30,811 — Total minimum lease payments $ 51,682 $ 219 Less amounts representing interest (7 ) Present value of lease payments 212 Less current portion (170 ) Long-term portion of minimum lease payments $ 42 |
Segment Information (Q1) (Table
Segment Information (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | ||
Schedule of Segment Reporting Information | The Company’s segment information is as follows: March 31, 2021 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,498 $ 25,685 $ — $ 30,183 Services and other — — 2,936 2,936 Subscription, transaction and services 4,498 25,685 2,936 33,119 Reimbursable costs 8,817 — — 8,817 Total revenues 13,315 25,685 2,936 41,936 Cost of Revenues: Cost of subscription, transaction and services revenue 1,926 3,711 3,616 9,253 Cost of reimbursable costs 8,817 — — 8,817 Total cost of revenues, excluding depreciation and amortization 10,743 3,711 3,616 18,070 Segment gross profit - subscription, transaction and services 2,572 21,974 (680 23,866 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,572 $ 21,974 $ (680 $ 23,866 Total segment gross margin, excluding depreciation and amortization 19.3 85.6 (23.2 56.9 % Segment gross margin - subscription, transaction and services 57.2 85.6 (23.2 72.1 % Unallocated amounts: Sales and marketing $ 8,936 Research and development 10,993 General and administrative 12,450 Depreciation and amortization 1,360 Interest income (103 ) Interest expense and loss on extinguishment of debt 2,942 Change in fair value and other income (expense), net 9,990 Loss before income taxes $ (22,702 ) March 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 4,786 $ 18,339 $ — $ 23,125 Services and other — — 1,399 1,399 Subscription, transaction and services 4,786 18,339 1,399 24,524 Reimbursable costs 9,621 — — 9,621 Total revenues 14,407 18,339 1,399 34,145 Cost of Revenues: Cost of subscription, transaction and services revenue 2,211 3,114 2,565 7,890 Cost of reimbursable costs 9,621 — — 9,621 Total cost of revenues, excluding depreciation and amortization 11,832 3,114 2,565 17,511 Segment gross profit - subscription, transaction and services 2,575 15,225 (1,166 16,634 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 2,575 $ 15,225 $ (1,166 $ 16,634 Total segment gross margin, excluding depreciation and amortization 17.9 83.0 (83.3 48.7 % Segment gross margin - subscription, transaction and services 53.8 83.0 (83.3 67.8 % Unallocated amounts: Sales and marketing $ 6,422 Research and development 9,384 General and administrative 5,248 Depreciation and amortization 1,411 Interest income (16 ) Interest expense and loss on extinguishment of debt 1,183 Change in fair value and other income (expense), net 19 Loss before income taxes $ (7,017 ) | The Company’s segment information is as follows: December 31, 2020 Print Software and Payments All other Total Revenues: Subscription and transaction $ 18,445 $ 81,164 $ — $ 99,609 Services and other — — 8,960 8,960 Subscription, transaction and services 18,445 81,164 8,960 108,569 Reimbursable costs 37,116 — — 37,116 Total revenues 55,561 81,164 8,960 145,685 Cost of Revenues: Cost of subscription, transaction and services revenue 8,492 12,571 11,468 32,531 Cost of reimbursable costs 37,116 — — 37,116 Total cost of revenues, excluding depreciation and amortization 45,608 12,571 11,468 69,647 December 31, 2020 Print Software and Payments All other Total Segment gross profit - subscription, transaction and services 9,953 68,593 (2,508 ) 76,038 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 9,953 $ 68,593 $ (2,508 ) $ 76,038 Total segment gross margin, excluding depreciation and amortization 17.9 % 84.5 % (28.0 )% 52.2 % Segment gross margin - subscription, transaction and services 54.0 % 84.5 % (28.0 )% 70.0 % Unallocated amounts: Sales and marketing $ 23,420 Research and development 36,468 General and administrative 22,188 Depreciation and amortization 5,624 Interest income (18 ) Interest expense 4,661 Other (income)/expense, net 518 Loss before income taxes (16,823 ) December 31, 2019 Print Software and Payments All other Total Revenues: Subscription and transaction $ 20,612 $ 68,864 $ — $ 89,476 Services and other — — 6,984 6,984 Subscription, transaction and services 20,612 68,864 6,984 96,460 Reimbursable costs 40,008 — — 40,008 Total revenues 60,620 68,864 6,984 136,468 Cost of Revenues: Cost of subscription, transaction and services revenue 9,642 11,900 10,473 32,015 Cost of reimbursable costs 40,008 — — 40,008 Total cost of revenues, excluding depreciation and amortization 49,650 11,900 10,473 72,023 Segment gross profit - subscription, transaction and services 10,970 56,964 (3,489 ) 64,445 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,970 $ 56,964 $ (3,489 ) $ 64,445 Total segment gross margin, excluding depreciation and amortization 18.1 % 82.7 % (50.0 )% 47.2 % Segment gross margin - subscription, transaction and services 53.2 % 82.7 % (50.0 )% 66.8 % December 31, 2019 Print Software and Payments All other Total Unallocated amounts: Sales and marketing $ 22,098 Research and development 34,285 General and administrative 23,297 Depreciation and amortization 5,881 Interest income (1 ) Interest expense 1,507 Other (income)/expense, net 21 Loss before income taxes $ (22,643 ) December 31, 2018 Print Software and Payments All other Total Revenues: Subscription and transaction $ 21,120 $ 53,605 $ — $ 74,725 Services and other — — 4,846 4,846 Subscription, transaction and services 21,120 53,605 4,846 79,571 Reimbursable costs 40,944 — — 40,944 Total revenues 62,064 53,605 4,846 120,515 Cost of Revenues: Cost of subscription, transaction and services revenue 10,517 8,271 7,779 26,567 Cost of reimbursable costs 40,944 — — 40,944 Total cost of revenues, excluding depreciation and amortization 51,461 8,271 7,779 67,511 Segment gross profit - subscription, transaction and services 10,603 45,334 (2,933 ) 53,004 Segment gross profit - reimbursable costs — — — — Total segment gross profit, excluding depreciation and amortization $ 10,603 $ 45,334 $ (2,933 ) $ 53,004 Total segment gross margin, excluding depreciation and amortization 17.1 % 84.6 % (60.5 )% 44.0 % Segment gross margin - subscription, transaction and services 50.2 % 84.6 % (60.5 )% 67.0 % Unallocated amounts: Sales and marketing $ 21,677 Research and development 23,606 General and administrative 18,743 Depreciation and amortization 6,040 Interest income (136 ) Interest expense 814 Other (income)/expense, net 422 Loss before income taxes $ (18,162 ) |
Loss Per Share (Q1) (Tables)
Loss Per Share (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Loss Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share attributable to the Class 1 and Class 2 common stockholders, which have the same rights and privileges except for voting rights, for the for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts): March 31, 2021 2020 Numerator: Net loss $ (22,794 ) $ (7,097 ) Denominator: Weighted-average common shares outstanding 144,207 99,804 Net loss per share attributable to common stockholders (Class 1 and Class 2), basic and diluted $ (0.16 ) $ (0.07 ) | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018 (in thousands, except per share amounts), as retroactively adjusted (refer to Note 1): December 31, 2020 2019 2018 Numerator: Net loss $ (17,027 ) $ (22,803 ) $ (18,231 ) Denominator: Weighted-average common shares outstanding 100,022,546 99,272,157 97,951,673 Net loss per share attributable to common stockholders, basic and diluted $ (0.17 ) $ (0.23 ) $ (0.19 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: March 31, 2021 2020 Options to purchase common stock 22,383,267 12,870,603 Restricted Stock Units (RSU’s) 834,228 — Warrants 12,500,000 12,500,000 35,717,495 25,370,603 | Potentially dilutive securities, as retroactively adjusted (refer to Note 1), that were not included in the diluted per share calculations because they would be antidilutive, were as follows as of the dates presented, based on the underlying shares and not considering all factors that would be involved in determining the common stock equivalents: December 31, 2020 2019 2018 Options to purchase common stock 16,170,737 11,653,411 12,591,770 Series C Warrants 105,005 105,005 105,005 16,275,742 11,758,416 12,696,775 |
Accrued Expenses and Other (Q_2
Accrued Expenses and Other (Q1) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses and Other [Abstract] | |
Schedule of accrued expenses and other | Accrued expenses and other consist of the following: March 31, 2021 December 31, 2020 Accrued expenses $ 11,907 $ 11,749 Accrued compensation 7,337 9,513 Accrued professional services and other 4,070 3,569 Accrued business combination expense 846 1,510 Total accrued expenses and other $ 24,160 $ 26,341 |
Organization and Nature of Bu_3
Organization and Nature of Business (FY) (Details) $ / shares in Units, $ in Thousands | May 14, 2021 | Jan. 12, 2021USD ($)$ / sharesshares | Oct. 18, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Combination Agreement [Abstract] | ||||||
Common stock subscriptions (in shares) | shares | 20,000,000 | |||||
Aggregate purchase price | $ 200,000 | |||||
Retroactive Adjustments Related to Reverse Recapitalization [Abstract] | ||||||
Preferred stock dividends | $ 8,670 | $ 8,682 | $ 9,298 | |||
Accretion of preferred stock to redemption value | $ 8,670 | $ 8,682 | $ 9,298 | |||
Subsequent Event [Member] | ||||||
Business Combination Agreement [Abstract] | ||||||
Purchase price (in dollars per share) | $ / shares | $ 10 | |||||
PIPE Financing [Member] | ||||||
Business Combination Agreement [Abstract] | ||||||
Common stock subscriptions (in shares) | shares | 20,000,000 | 20,000,000 | ||||
Purchase price (in dollars per share) | $ / shares | $ 10 | $ 10 | ||||
Aggregate purchase price | $ 200,000 | $ 200,000 | ||||
Common Class I [Member] | Billtrust [Member] | Forecast [Member] | ||||||
Retroactive Adjustments Related to Reverse Recapitalization [Abstract] | ||||||
Stock exchange ratio | 7.2282662 |
Significant Accounting Polici_4
Significant Accounting Policies, Liquidity (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | |
Liquidity [Abstract] | ||||||
Net loss | $ (22,794) | $ (7,097) | $ (17,027) | $ (22,803) | $ (18,231) | |
Net cash used in operating activities | (9,917) | (8,861) | (217) | (7,275) | (6,289) | |
Cash and cash equivalents | 261,013 | $ 9,761 | 14,642 | 4,736 | $ 3,395 | |
Accumulated deficit | $ (167,671) | (144,877) | $ (127,850) | |||
Financing Agreement [Member] | Secured Debt [Member] | ||||||
New Financing Agreement [Abstract] | ||||||
Debt face amount | 45,000 | $ 45,000 | ||||
Available additional borrowings | $ 27,500 | |||||
Maturity date | Jan. 31, 2025 |
Significant Accounting Polici_5
Significant Accounting Policies, COVID-19 (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
COVID-19 [Abstract] | ||
Accrued payroll taxes, current | $ 2,309 | $ 2,309 |
Significant Accounting Polici_6
Significant Accounting Policies, Revenue Recognition (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |||||
Net increase to opening retained earnings | $ (167,671) | $ (144,877) | $ (127,850) | ||
Components of Subscription Transaction and Services Revenues [Abstract] | |||||
Subscription, transaction and services | $ 33,119 | $ 24,524 | $ 108,569 | 96,460 | $ 79,571 |
Services [Abstract] | |||||
Customer relationship period | 5 years | 5 years | |||
Other revenue | 1,200 | ||||
Minimum [Member] | |||||
Services [Abstract] | |||||
Customer relationship period, business combination | 2 years | 2 years | |||
Maximum [Member] | |||||
Services [Abstract] | |||||
Customer relationship period, business combination | 4 years | 4 years | |||
Subscription and Transaction Fees [Member] | |||||
Components of Subscription Transaction and Services Revenues [Abstract] | |||||
Subscription, transaction and services | $ 99,609 | 89,476 | 74,725 | ||
Service and Other [Member] | |||||
Components of Subscription Transaction and Services Revenues [Abstract] | |||||
Subscription, transaction and services | $ 8,960 | $ 6,984 | 4,846 | ||
Adjustment from adoption of ASC 606 [Member] | |||||
Revenue Recognition [Abstract] | |||||
Net increase to opening retained earnings | $ 1,908 |
Significant Accounting Polici_7
Significant Accounting Policies, Deferred Revenue (FY) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Deferred Revenue [Roll Forward] | |
Beginning balance | $ 25,068 |
Amounts invoiced but not recognized | 54,837 |
Revenue recognized | (50,149) |
Ending balance | $ 29,756 |
Significant Accounting Polici_8
Significant Accounting Policies, Deferred Commissions (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Commissions [Abstract] | |||
Capitalized contract costs, current | $ 4,712 | $ 4,718 | $ 4,751 |
Capitalized contract cost, non-current | 8,551 | 8,677 | 7,887 |
Commissions [Member] | |||
Deferred Commissions [Abstract] | |||
Capitalized contract costs, amortization | 747 | 2,111 | 1,700 |
Capitalized contract costs, current | 2,490 | 2,431 | 1,912 |
Capitalized contract cost, non-current | $ 5,139 | $ 5,233 | $ 4,594 |
Minimum [Member] | Commissions [Member] | |||
Deferred Commissions [Abstract] | |||
Capitalized contract costs, amortization period | 4 years | 4 years | |
Capitalized contract costs, commission expense payment period | 3 months | 3 months | |
Maximum [Member] | Commissions [Member] | |||
Deferred Commissions [Abstract] | |||
Capitalized contract costs, amortization period | 5 years | 5 years | |
Capitalized contract costs, commission expense payment period | 12 months | 12 months |
Significant Accounting Polici_9
Significant Accounting Policies, Warrants (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Warrants [Abstract] | |||
Exercise price (in dollars per share) | $ 11.50 | $ 1.91 | |
Fair value of derivative liability | $ 1,172 | $ 246 |
Significant Accounting Polic_10
Significant Accounting Policies, Deferred Implementation and Other Costs (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | |
Deferred Implementation and Other Costs [Abstract] | |||
Capitalized contract costs, current | $ 4,718 | $ 4,751 | $ 4,712 |
Capitalized contract cost, non-current | $ 8,677 | 7,887 | $ 8,551 |
Implementation and Other Costs [Member] | |||
Deferred Implementation and Other Costs [Abstract] | |||
Capitalized contract costs, amortization period | 5 years | ||
Capitalized contract costs, amortization | $ 5,744 | 6,108 | |
Capitalized contract costs, current | 2,287 | 2,839 | |
Capitalized contract cost, non-current | $ 3,444 | $ 3,293 |
Significant Accounting Polic_11
Significant Accounting Policies, Inventory (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Abstract] | ||
Inventory | $ 739 | $ 763 |
Significant Accounting Polic_12
Significant Accounting Policies, Property and Equipment, net, Inventory (FY) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Assets Held Under Capital Leases - Computer, Print and Mail Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 3 years |
Assets Held Under Capital Leases - Computer, Print and Mail Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 5 years |
Computer, Print and Mail Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 3 years |
Computer, Print and Mail Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 15 years |
Software [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Abstract] | |
Estimated useful life description | Lesser of estimated useful life or the term of the related lease |
Significant Accounting Polic_13
Significant Accounting Policies, Capitalized Software Development Costs, Inventory (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized Computer Software, Net [Abstract] | ||
Capitalized software development costs, estimated useful life | 4 years | |
Capitalized software development costs | $ 578 | $ 899 |
Depreciation and amortization | $ 415 | $ 128 |
Significant Accounting Polic_14
Significant Accounting Policies, Accrued Expenses and Other, Inventory (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses and Other [Abstract] | |||
Accrued expenses | $ 11,907 | $ 11,749 | $ 5,595 |
Accrued compensation | 7,337 | 9,513 | 5,715 |
Accrued professional services fees and other | $ 4,070 | 3,569 | $ 3,068 |
Accrued expenses associated with Business Combination | $ 1,510 |
Significant Accounting Polic_15
Significant Accounting Policies, Leases (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Deferred rent liability | $ 2,598 | $ 2,361 |
Deferred rent liability, current | 99 | 179 |
Deferred rent liability, non current | 2,499 | 2,182 |
Other long-term liability associated with landlord incentives for leasehold improvements | $ 4,794 | $ 5,181 |
Significant Accounting Polic_16
Significant Accounting Policies, Advertising (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Advertising Expense [Abstract] | |||
Advertising costs | $ 143 | $ 24 | $ 37 |
Significant Accounting Polic_17
Significant Accounting Policies, Offering Costs (FY) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Summary of Significant Accounting Policies [Abstract] | |
Offering costs | $ 2,845 |
Significant Accounting Polic_18
Significant Accounting Policies, Recent Accounting Pronouncements (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Recent Accounting Pronouncements [Abstract] | |||
Restricted cash | $ 2,914 | $ 3,277 | $ 0 |
ASU 2016-18 [Member] | |||
Recent Accounting Pronouncements [Abstract] | |||
Restricted cash | $ 3,277 |
Acquisitions, Second Phase (FY)
Acquisitions, Second Phase (FY) (Details) - USD ($) $ in Thousands | Apr. 12, 2019 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 12, 2021 | Mar. 31, 2021 | Apr. 12, 2020 |
Business Combination [Abstract] | ||||||||
Cash consideration | $ 0 | $ 6,335 | $ 16,278 | |||||
Deferred purchase consideration | 0 | 1,131 | 0 | |||||
Post-closing working capital adjustment amount | 0 | 0 | 225 | |||||
Post-closing net of working capital adjustment amount | 524 | 0 | 650 | |||||
Goodwill | 36,956 | 36,956 | 32,079 | $ 36,956 | ||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Goodwill | $ 36,956 | $ 36,956 | $ 32,079 | $ 36,956 | ||||
Second Phase [Member] | ||||||||
Business Combination [Abstract] | ||||||||
Cash consideration | $ 6,335 | |||||||
Percentage of net cash acquired to purchase | 100.00% | |||||||
Deferred purchase consideration | $ 1,131 | |||||||
Note payable interest bearing rate | 2.52% | |||||||
Principal payable amount | $ 750 | |||||||
Post-closing working capital adjustment amount | $ 225 | |||||||
Post-closing net of working capital adjustment amount | $ 524 | |||||||
Earnout recorded fair value | $ 1,066 | |||||||
Risk free rate | 9.60% | |||||||
Volatility rate | 33.00% | |||||||
Goodwill | $ 4,877 | |||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Other current assets | 499 | |||||||
Property and equipment | 30 | |||||||
Goodwill | 4,877 | |||||||
Other current liabilities | (54) | |||||||
Deferred revenue liability | (800) | |||||||
Total purchase price | 8,532 | |||||||
Second Phase [Member] | Customer Relationships [Member] | ||||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Finite-lived intangibles | 2,360 | |||||||
Second Phase [Member] | Technology [Member] | ||||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Finite-lived intangibles | 740 | |||||||
Second Phase [Member] | Non-compete Agreements [Member] | ||||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Finite-lived intangibles | 720 | |||||||
Second Phase [Member] | Tradename [Member] | ||||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||||
Finite-lived intangibles | 160 | |||||||
Second Phase [Member] | General and Administrative Expense [Member] | ||||||||
Business Combination [Abstract] | ||||||||
Acquisition related costs | $ 265 | |||||||
Second Phase [Member] | Forecast [Member] | ||||||||
Business Combination [Abstract] | ||||||||
Principal payable amount | $ 500 |
Acquisitions, Credit2B (FY) (De
Acquisitions, Credit2B (FY) (Details) - USD ($) $ in Thousands | Apr. 19, 2018 | Nov. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2021 |
Business Combination [Abstract] | ||||||
Post-closing working capital adjustment amount | $ 0 | $ 0 | $ 225 | |||
Goodwill | 36,956 | 36,956 | 32,079 | $ 36,956 | ||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Goodwill | $ 36,956 | $ 36,956 | $ 32,079 | $ 36,956 | ||
Credit2B [Member] | ||||||
Business Combination [Abstract] | ||||||
Cash consideration | $ 16,500 | |||||
Escrow held amount | $ 825 | |||||
Acquisition duration period term | 12 months | |||||
Post-closing working capital adjustment amount | $ 222 | |||||
Goodwill | $ 13,714 | |||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Other current assets | 615 | |||||
Property and equipment | 56 | |||||
Goodwill | 13,714 | |||||
Other current liabilities | (403) | |||||
Deferred revenue liability | (1,324) | |||||
Total purchase price | 16,278 | |||||
Credit2B [Member] | Customer Relationships [Member] | ||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Finite-lived intangibles | 2,100 | |||||
Credit2B [Member] | Technology [Member] | ||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Finite-lived intangibles | 800 | |||||
Credit2B [Member] | Non-compete Agreements [Member] | ||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Finite-lived intangibles | 710 | |||||
Credit2B [Member] | Tradename [Member] | ||||||
Fair Values of Assets Acquired and Liabilities Assumed [Abstract] | ||||||
Finite-lived intangibles | 10 | |||||
Credit2B [Member] | General and Administrative Expense [Member] | ||||||
Business Combination [Abstract] | ||||||
Acquisition related costs | $ 116 |
Acquisitions, Contingent Consid
Acquisitions, Contingent Consideration Liabilities (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contingent Consideration, Liability [Rollforward] | |||||
Contingent consideration, liability, beginning balance | $ 660 | $ 1,066 | $ 1,066 | $ 0 | |
Fair value adjustments to contingent consideration | (290) | 0 | (406) | 0 | $ 0 |
Contingent consideration, liability, ending balance | $ 370 | $ 1,066 | $ 660 | 1,066 | $ 0 |
Second Phase [Member] | |||||
Contingent Consideration, Liability [Rollforward] | |||||
Contingent Consideration attributable to the Second Phase acquisition | $ 1,066 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Performance Obligation [Abstract] | ||||
Revenue, payment period | 30 days | 30 days | ||
Contract with customer, liability, revenue recognized | $ 6,665 | $ 1,300 | $ 11,900 | $ 10,400 |
Revenue, remaining performance obligation, amount | $ 30,500 | $ 33,200 | ||
Revenue, remaining performance obligation, percentage | 90.00% | |||
Revenue, practical expedient, original expected duration | 1 year | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | ||||
Revenue, Performance Obligation [Abstract] | ||||
Revenue, remaining performance obligation, percentage | 96.00% | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||||
Revenue, Performance Obligation [Abstract] | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||||
Revenue, Performance Obligation [Abstract] | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-31 | ||||
Revenue, Performance Obligation [Abstract] | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |||
Minimum [Member] | ||||
Revenue, Performance Obligation [Abstract] | ||||
Revenue, initial performance obligation, percentage | 25.00% | 25.00% | ||
Maximum [Member] | ||||
Revenue, Performance Obligation [Abstract] | ||||
Revenue, initial performance obligation, percentage | 100.00% | 100.00% |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on a Recurring Basis (FY) (Details) $ in Thousands | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Assets [Abstract] | |||||||
Restricted cash | $ 2,914 | $ 3,277 | $ 3,275 | $ 0 | $ 0 | ||
Liabilities [Abstract] | |||||||
Contingent consideration liability | $ 370 | $ 660 | $ 1,066 | $ 1,066 | $ 0 | ||
Valuation Technique, Option Pricing Model [Member] | |||||||
Fair Value Measurements [Abstract] | |||||||
Term | 3 years 6 months | 4 years 6 months | |||||
Valuation Technique, Option Pricing Model [Member] | Stock Price [Member] | |||||||
Fair Value Measurements [Abstract] | |||||||
Measurement input | 94.22 | ||||||
Valuation Technique, Option Pricing Model [Member] | Risk-free Rate [Member] | |||||||
Fair Value Measurements [Abstract] | |||||||
Measurement input | 0.0021 | 0.0021 | 0.0167 | ||||
Valuation Technique, Option Pricing Model [Member] | Volatility [Member] | |||||||
Fair Value Measurements [Abstract] | |||||||
Measurement input | 0.52 | 0.52 | 0.47 | ||||
Valuation Technique, Option Pricing Model [Member] | Dividend Yield [Member] | |||||||
Fair Value Measurements [Abstract] | |||||||
Measurement input | 0 | 0 | 0 | ||||
Series C Preferred Stock [Member] | Valuation Technique, Option Pricing Model [Member] | Stock Price [Member] | |||||||
Fair Value Measurements [Abstract] | |||||||
Measurement input | 13.03 | 3.81 | |||||
Recurring [Member] | |||||||
Assets [Abstract] | |||||||
Cash and cash equivalents | $ 261,013 | $ 14,642 | [1] | $ 4,736 | [1] | ||
Short-term investments | 25,000 | 0 | |||||
Restricted cash | 2,914 | 3,277 | |||||
Assets | 288,927 | 17,919 | 4,736 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration liability | 370 | 660 | [2] | 1,066 | [2] | ||
Warrants to purchase Series C Preferred stock | 1,172 | [3] | 246 | [4] | |||
Liabilities | 370 | 1,832 | 1,312 | ||||
Recurring [Member] | Level 1 [Member] | |||||||
Assets [Abstract] | |||||||
Cash and cash equivalents | 261,013 | 14,642 | [1] | 4,736 | [1] | ||
Short-term investments | 25,000 | 0 | |||||
Restricted cash | 2,914 | 3,277 | |||||
Assets | 288,927 | 17,919 | 4,736 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration liability | 0 | 0 | [2] | 0 | [2] | ||
Warrants to purchase Series C Preferred stock | 0 | [3] | 0 | [4] | |||
Liabilities | 0 | 0 | 0 | ||||
Recurring [Member] | Level 2 [Member] | |||||||
Assets [Abstract] | |||||||
Cash and cash equivalents | 0 | 0 | [1] | 0 | [1] | ||
Short-term investments | 0 | 0 | |||||
Restricted cash | 0 | 0 | |||||
Assets | 0 | 0 | 0 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration liability | 0 | 0 | [2] | 0 | [2] | ||
Warrants to purchase Series C Preferred stock | 0 | [3] | 0 | [4] | |||
Liabilities | 0 | 0 | 0 | ||||
Recurring [Member] | Level 3 [Member] | |||||||
Assets [Abstract] | |||||||
Cash and cash equivalents | 0 | 0 | [1] | 0 | [1] | ||
Short-term investments | 0 | 0 | |||||
Restricted cash | 0 | 0 | |||||
Assets | 0 | 0 | 0 | ||||
Liabilities [Abstract] | |||||||
Contingent consideration liability | 370 | 660 | [2] | 1,066 | [2] | ||
Warrants to purchase Series C Preferred stock | 1,172 | [3] | 246 | [4] | |||
Liabilities | $ 370 | $ 1,832 | $ 1,312 | ||||
[1] | As of December 31, 2020 and 2019, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. | ||||||
[2] | The Company's business acquisition of Second Phase (discussed in Note 3) is included in contingent consideration. The Company's valuation of the fair value of contingent consideration related to Second Phase at December 31, 2020 was based on management's expectations of the achievement of targets related to the contingent consideration. | ||||||
[3] | As of December 31, 2020, the Company had outstanding warrants to purchase Series C Preferred stock, as described in Note 9. The determination of the fair value of the warrants was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $94.22; term of 3.5 years; risk-free rate of 0.21%; volatility of 52%; and a dividend yield of 0.0%. | ||||||
[4] | As of December 31, 2019, the fair value of the warrants to purchase Series C Preferred stock was estimated using a Black-Scholes option pricing model with the following assumptions: Stock price for Series C Preferred stock of $27.53; term of 4.5 years; risk-free rate of 1.67%; volatility of 47%; and a dividend yield of 0.0%. |
Fair Value Measurements, Signif
Fair Value Measurements, Significant Unobservable Inputs (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Contingent Consideration attributable to the Second Phase acquisition | $ (290) | $ 0 | $ (406) | $ 0 | $ 0 | |
Recurring [Member] | Level 3 [Member] | Warrants Liability [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Liability value, beginning balance | 1,172 | 246 | 246 | 234 | ||
Change in fair value | [1] | 926 | 12 | |||
Liability value, ending balance | 1,172 | 246 | 234 | |||
Recurring [Member] | Level 3 [Member] | Contingent Consideration [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Liability value, beginning balance | 660 | $ 1,066 | 1,066 | 0 | ||
Change in fair value | 290 | (406) | 1,066 | |||
Liability value, ending balance | $ 370 | $ 660 | $ 1,066 | $ 0 | ||
[1] | Amount is included in other expense in the accompanying Statements of Operations and Comprehensive Loss |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net, Changes in Goodwill (FY) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 32,079 |
Additions from acquisition | 4,877 |
Goodwill, Ending Balance | $ 36,956 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net, Intangible Assets (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets [Abstract] | |||||
Weighted Average Useful Life | 4 years | ||||
Gross Carrying Value | $ 19,480 | $ 19,510 | $ 28,274 | ||
Accumulated amortization | (10,502) | (9,976) | (16,514) | ||
Total | 8,978 | 9,534 | 11,760 | ||
Amortization of intangible assets | 556 | $ 557 | $ 2,226 | $ 3,214 | $ 3,919 |
Customer Relationships [Member] | |||||
Intangible Assets [Abstract] | |||||
Weighted Average Useful Life | 12 years 2 months 12 days | 11 years 4 months 24 days | |||
Gross Carrying Value | 16,350 | $ 16,350 | $ 21,340 | ||
Accumulated amortization | (9,111) | (8,698) | (12,037) | ||
Total | 7,239 | $ 7,652 | $ 9,303 | ||
Non-compete Agreements [Member] | |||||
Intangible Assets [Abstract] | |||||
Weighted Average Useful Life | 5 years | 5 years 4 months 24 days | |||
Gross Carrying Value | 1,430 | $ 1,460 | $ 1,860 | ||
Accumulated amortization | (702) | (660) | (768) | ||
Total | 728 | $ 800 | $ 1,092 | ||
Trademarks and Trade Names [Member] | |||||
Intangible Assets [Abstract] | |||||
Weighted Average Useful Life | 6 years | 6 years 7 months 6 days | |||
Gross Carrying Value | 160 | $ 160 | $ 350 | ||
Accumulated amortization | (53) | (47) | (210) | ||
Total | 107 | $ 113 | $ 140 | ||
Technology [Member] | |||||
Intangible Assets [Abstract] | |||||
Weighted Average Useful Life | 6 years | 6 years | |||
Gross Carrying Value | 1,540 | $ 1,540 | $ 4,724 | ||
Accumulated amortization | (636) | (571) | (3,499) | ||
Total | $ 904 | $ 969 | $ 1,225 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, net, Estimated Amortization Expense (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Estimated Amortization Expense [Abstract] | |||
2021 | $ 1,269 | $ 1,825 | |
2022 | 1,174 | 1,269 | |
2023 | 930 | 1,174 | |
2024 | 737 | 930 | |
2025 | 737 | ||
Thereafter | 3,599 | ||
Total | $ 8,978 | $ 9,534 | $ 11,760 |
Property and Equipment, net (_4
Property and Equipment, net (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | |
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | $ 32,751,000 | $ 32,218,000 | $ 30,455,000 | |||
Less: accumulated depreciation and amortization | (16,371,000) | (15,568,000) | (12,170,000) | |||
Property and equipment, net of accumulated depreciation of $16,371 and $15,568, respectively | 16,380,000 | 16,650,000 | 18,285,000 | |||
Depreciation and amortization expenses | 3,398,000 | 2,667,000 | $ 2,122,000 | |||
Assets held under capital lease, accumulated amortization | 3,576,000 | 3,519,000 | 3,183,000 | 2,854,000 | $ 3,519,000 | |
Property and equipment, dispositions | 0 | $ 0 | 0 | 165,000 | 0 | |
Assets Held Under Capital Leases - Computer, Print And Mail Equipment And Software [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 3,784,000 | 3,752,000 | 3,746,000 | |||
Computer, Print and Mail Equipment [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 8,293,000 | 7,998,000 | 7,043,000 | |||
Print Equipment [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Depreciation and amortization expenses | 290,000 | 182,000 | 249,000 | |||
Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 4,073,000 | 4,073,000 | 4,040,000 | |||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 12,133,000 | 12,120,000 | 12,071,000 | 5,700,000 | ||
Software [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 1,437,000 | 1,437,000 | 1,349,000 | |||
Depreciation and amortization expenses | 305,000 | 234,000 | $ 125,000 | |||
Vehicles [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 115,000 | 115,000 | 115,000 | |||
Internal Software Development [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | 2,759,000 | 2,644,000 | 2,067,000 | |||
Construction In Progress [Member] | ||||||
Property, Plant and Equipment, Net [Abstract] | ||||||
Property, plant and equipment, gross | $ 157,000 | $ 79,000 | $ 24,000 |
Current and Long-Term Debt an_5
Current and Long-Term Debt and Capital Lease Obligation, Current and Long-term Debt and Capital Lease Obligations (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ (1,234) | $ (67) | |
Capital lease obligations | $ 212 | 246 | 502 |
Subtotal | 212 | 43,675 | 29,018 |
Less: current portion, net of unamortized debt issuance costs | (170) | (380) | (876) |
Long-term debt and capital lease obligations, net of current portion and deferred financing costs | 42 | 43,295 | 28,142 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 44,663 | 5,833 |
Unamortized debt issuance costs | 0 | (1,234) | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 0 | $ 0 | $ 22,750 |
Current and Long-Term Debt an_6
Current and Long-Term Debt and Capital Lease Obligation, 2020 Financing Agreement (FY) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2021 | Jan. 12, 2021 | Jan. 17, 2020 | Oct. 19, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Aug. 31, 2017 |
2020 Financing Agreement [Abstract] | ||||||||||||
Payments on long-term debt | $ 28,300 | |||||||||||
Letters of credit outstanding, amount | 2,854 | $ 2,725 | ||||||||||
Debt collateral amount | $ 2,914 | 3,274 | $ 2,914 | |||||||||
Recurring revenue | $ 41,936 | $ 34,145 | $ 145,685 | $ 136,468 | $ 120,515 | |||||||
Subsequent Event [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Payments on long-term debt | $ 44,700 | |||||||||||
2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Debt and line of credit maximum borrowing capacity | $ 72,500 | |||||||||||
Percentage of upfront facility fee | 1.50% | |||||||||||
Percentage of commitment fee payable | 0.50% | |||||||||||
Variable interest rate | 4.00% | |||||||||||
Minimum liquidity covenant | $ 5,000 | |||||||||||
2020 Financing Agreement [Member] | Forecast [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Recurring revenue | $ 125,000 | |||||||||||
2020 Financing Agreement [Member] | Subsequent Event [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Recurring revenue | $ 78,000 | |||||||||||
2020 Financing Agreement [Member] | Prepayment Period, First 24 Months [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Debt prepayment, percent of principal | 3.00% | |||||||||||
2020 Financing Agreement [Member] | Prepayment Period, 13 Through 24 Months [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Debt prepayment, percent of principal | 2.25% | |||||||||||
2020 Financing Agreement [Member] | Prepayment Period, 25 to 36 Months [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Debt prepayment, percent of principal | 1.00% | |||||||||||
2020 Financing Agreement [Member] | Prepayment Period, Ater 36 Molnths [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Debt prepayment, percent of principal | 0.00% | |||||||||||
PacWest Bank Credit Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Letters of credit outstanding, amount | $ 3,154 | $ 3,104 | $ 3,185 | |||||||||
Maturity date | Jan. 17, 2025 | |||||||||||
Line of credit facility maximum borrowing capacity | $ 40,000 | |||||||||||
Percentage of commitment fee payable | 0.25% | |||||||||||
PacWest Bank Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 40,000 | |||||||||||
LIBOR [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable rate period | 1 month | |||||||||||
LIBOR [Member] | 2020 Financing Agreement [Member] | Minimum [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable interest rate | 8.50% | |||||||||||
LIBOR [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable rate period | 2 months | |||||||||||
LIBOR [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable rate period | 3 months | |||||||||||
Floor Rate [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable interest rate | 1.50% | |||||||||||
Applicable Margin Rate, LIBOR [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable interest rate | 7.00% | |||||||||||
Applicable Margin Rate, Base Rate [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable interest rate | 6.00% | |||||||||||
Base Rate [Member] | 2020 Financing Agreement [Member] | Minimum [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable interest rate | 10.00% | |||||||||||
Federal Funds Effective Rate [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Variable interest rate | 0.50% | |||||||||||
Secured Debt [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Maturity date | Jan. 31, 2025 | |||||||||||
Debt face amount | $ 45,000 | $ 45,000 | ||||||||||
Debt periodic payment, percent of principal | 0.25% | |||||||||||
Line of Credit [Member] | 2020 Financing Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Line of credit facility maximum borrowing capacity | $ 7,500 | |||||||||||
Line of credit facility maximum borrowing capacity, sub-limit increase | 4,000 | |||||||||||
Term Loan [Member] | PacWest Bank Credit Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Maturity date | Oct. 18, 2021 | |||||||||||
Delayed Draw Term Loan [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Debt maximum borrowing capacity | $ 20,000 | |||||||||||
Percentage of upfront facility fee | 0.75% | |||||||||||
Term Loan and Revolving Commitment Facility [Member] | 2020 Financing Agreement [Member] | ||||||||||||
2020 Financing Agreement [Abstract] | ||||||||||||
Percentage of upfront facility fee | 0.75% |
Current and Long-Term Debt an_7
Current and Long-Term Debt and Capital Lease Obligation, Loan Agreement and Credit Agreement (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 17, 2020 | Oct. 19, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 12, 2021 | Aug. 31, 2017 | Jul. 31, 2014 |
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Exercise price (in dollars per share) | $ 1.91 | $ 11.50 | ||||||
Change in fair value of warrants liability | $ (926) | $ (12) | $ (54) | |||||
Letters of credit outstanding, amount | $ 2,854 | $ 2,725 | ||||||
PacWest Bank Loan Agreement [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Change in fair value of warrants liability | (926) | (12) | $ (54) | |||||
PacWest Bank Credit Agreement [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Maximum borrowing capacity | $ 40,000 | |||||||
Increase in borrowing capacity option | $ 50,000 | |||||||
Term loan maturity date | Jan. 17, 2025 | |||||||
Percentage of commitment fee payable | 0.25% | |||||||
Line of credit facility for ancillary services | $ 5,000 | |||||||
Letters of credit outstanding, amount | $ 3,154 | $ 3,104 | $ 3,185 | |||||
PacWest Bank Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Maximum borrowing capacity | $ 40,000 | |||||||
Credit facility maturity date | Oct. 31, 2020 | |||||||
Interest rate | 5.75% | |||||||
PacWest Bank Credit Agreement [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Variable interest rate | 1.00% | |||||||
PacWest Bank Credit Agreement [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Variable interest rate | 0.75% | |||||||
PacWest Bank Credit Agreement [Member] | Term Loan [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Term Loan | $ 10,000 | |||||||
Term loan maturity date | Oct. 18, 2021 | |||||||
Principal payment period | 36 months | |||||||
Interest rate | 6.00% | |||||||
PacWest Bank Credit Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | Maximum [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Variable interest rate | 1.25% | |||||||
PacWest Bank Credit Agreement [Member] | Term Loan [Member] | Prime Rate [Member] | Minimum [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Variable interest rate | 1.00% | |||||||
PacWest Bank [Member] | ||||||||
Loan Agreement and Credit Agreement [Abstract] | ||||||||
Warrants issued (in shares) | 105,005 | |||||||
Exercise price (in dollars per share) | $ 1.91 | |||||||
Expiration date | Jul. 10, 2024 |
Current and Long-Term Debt an_8
Current and Long-Term Debt and Capital Lease Obligation, Covenant Compliance and Capital Leases (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Capital Leases [Abstract] | |||
Capital lease obligations | $ 212 | $ 246 | $ 502 |
Credit Facility [Member] | |||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||
2021 | 450 | ||
2022 | 450 | ||
2023 | 450 | ||
2024 | 450 | ||
2025 | 42,863 | ||
Thereafter | 0 | ||
Total | $ 44,663 |
Incentive Compensation Plans, C
Incentive Compensation Plans, Compensation Plans (FY) (Details) $ in Thousands | May 12, 2020shares | Feb. 05, 2020shares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)IncentivePlansshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Jun. 30, 2020shares | Dec. 31, 2014shares |
Stock Incentive Plan [Abstract] | ||||||||
Aggregate fair market value of common stock, at grant date | $ | $ 7,844 | $ 3,427 | $ 1,127 | |||||
Number of stock awards granted during period (in shares) | 8,114,196 | |||||||
Yearly automatic percent increases in shares authorized | 4.00% | |||||||
Maximum [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Requisite service period of award | 5 years | |||||||
Stock Options [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Number of stock awards granted during period (in shares) | 8,818,051 | 1,770,289 | ||||||
2014 Plan [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Number of separate equity incentive programs | IncentivePlans | 3 | |||||||
Number of common stock shares available for future issuance (in shares) | 9,296,736 | |||||||
Number of additional shares authorized (in shares) | 1,445,653 | 3,614,133 | 1,445,653 | |||||
Number of shares authorized (in shares) | 15,802,175 | 14,356,522 | 10,742,389 | |||||
2014 Plan [Member] | Maximum [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Aggregate fair market value of common stock, at grant date | $ | $ 100,000 | |||||||
Number of common stock shares available for future issuance (in shares) | 2,646,731 | |||||||
2014 Plan [Member] | Stock Options [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Number of common stock shares available for future issuance (in shares) | 455,670 | 1,822,318 | ||||||
2014 Plan [Member] | Stock Options [Member] | 10% Stockholder [Member] | Minimum [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Exercise price at grant date fair value of options granted in period | 110.00% | |||||||
2014 Plan [Member] | Stock Issuance Program [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Number of stock awards granted during period (in shares) | 0 | 0 | ||||||
2014 Plan [Member] | Incentive Bonus Program [Member] | ||||||||
Stock Incentive Plan [Abstract] | ||||||||
Number of stock awards granted during period (in shares) | 0 | 0 |
Incentive Compensation Plans, S
Incentive Compensation Plans, Stock Options (FY) (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2014 | |
2014 Plan [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Number of common stock shares available for future issuance (in shares) | 9,296,736 | |||||
2014 Plan [Member] | Maximum [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Number of common stock shares available for future issuance (in shares) | 2,646,731 | |||||
Stock Options [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Estimated exercise price of stock options, available for grant (in dollars per share) | $ 1.69 | |||||
Stock Options [Member] | 2014 Plan [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vesting period | 2 years | |||||
Requisite service period of award | 10 years | |||||
Number of common stock shares available for future issuance (in shares) | 455,670 | 1,822,318 | ||||
Estimated exercise price of stock options, available for grant (in dollars per share) | $ 2.18 | |||||
Forfeited stock options percentage as Early Salary Reinstatement | 50.00% | |||||
Forfeited stock options as Early Salary Reinstatement (in shares) | 693,227 | |||||
Stock Options [Member] | 2014 Plan [Member] | Minimum [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vesting period | 2 years | |||||
Stock Options [Member] | 2014 Plan [Member] | Maximum [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vesting period | 4 years | |||||
Stock Options [Member] | 2014 Plan [Member] | Tranche One [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vested percentage on six month anniversary of grant date | 25.00% | |||||
Stock Options [Member] | 2014 Plan [Member] | Tranche Two [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vested percentage on six month anniversary of grant date | 25.00% | |||||
Stock Options [Member] | 2014 Plan [Member] | Tranche Three [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vested percentage on six month anniversary of grant date | 25.00% | |||||
Stock Options [Member] | 2014 Plan [Member] | Tranche Four [Member] | ||||||
Stock Incentive Plan [Abstract] | ||||||
Vested percentage on six month anniversary of grant date | 25.00% |
Incentive Compensation Plans,_2
Incentive Compensation Plans, Stock Option Activity (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | |
Stock Options, Shares [Roll Forward] | ||||||
Granted (in shares) | 8,114,196 | |||||
Fair Value Assumptions used in Estimating Fair Value of Each Option Grant [Abstract] | ||||||
Risk-free interest rate, minimum | 0.64% | 1.57% | 0.40% | 1.70% | 2.70% | |
Risk-free interest rate, maximum | 1.12% | 1.73% | 1.60% | 2.60% | 3.10% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Volatility factor of the expected market price of the Company's common stock, minimum | 41.56% | 39.44% | 39.00% | 38.00% | 34.00% | |
Volatility factor of the expected market price of the Company's common stock, maximum | 41.62% | 39.93% | 45.00% | 40.00% | 42.00% | |
Expected life of option | 5 years 6 months | 6 years 10 months 24 days | 6 years 10 months 24 days | 6 years 10 months 24 days | 7 years 1 month 6 days | |
Weighted average grant-date fair value of options granted (in dollars per share) | $ 6.52 | |||||
Total intrinsic value of options exercised during period | $ 7,844 | $ 3,427 | $ 1,127 | |||
Proceeds from options exercised | $ 2,032 | $ 123 | 1,308 | $ 1,127 | $ 126 | |
Unrecognized compensation cost | $ 41,744 | $ 10,931 | ||||
Unrecognized compensation cost weighted average period for recognition | 2 years 10 months 2 days | |||||
2014 Plan [Member] | ||||||
Fair Value Assumptions used in Estimating Fair Value of Each Option Grant [Abstract] | ||||||
Number of shares available for grant (in shares) | 9,296,736 | |||||
Stock Options [Member] | ||||||
Stock Options, Shares [Roll Forward] | ||||||
Options outstanding, beginning of period (in shares) | 16,170,738 | 11,653,411 | 11,653,411 | 12,591,770 | ||
Granted (in shares) | 8,818,051 | 1,770,289 | ||||
Exercised (in shares) | (1,339,607) | (1,467,432) | ||||
Forfeited (in shares) | (2,961,117) | (1,241,216) | ||||
Options outstanding, end of period (in shares) | 16,170,738 | 11,653,411 | 12,591,770 | |||
Options vested and expected to vest (in shares) | 15,222,396 | |||||
Options exercisable (in shares) | 8,226,613 | |||||
Stock Options, Weighted-Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of period (in dollars per share) | $ 2.69 | $ 1.75 | $ 1.75 | $ 1.47 | ||
Granted (in dollars per share) | 3.36 | 3.32 | ||||
Exercised (in dollars per share) | 0.98 | 0.77 | ||||
Forfeited (in dollars per share) | 2.58 | 2.36 | ||||
Outstanding, beginning of period (in dollars per share) | 2.69 | $ 1.75 | $ 1.47 | |||
Options vested and expected to vest (in dollars per share) | 2.53 | |||||
Options exercisable (in dollars per share) | $ 1.69 | |||||
Stock Options, Remaining Contractual Life [Abstract] | ||||||
Options outstanding, remaining contractual life | 6 years 10 months 24 days | 5 years 3 months 18 days | 6 years 4 months 24 days | |||
Options vested and expected to vest, remaining contractual life | 6 years 9 months 18 days | |||||
Options exercisable, remaining contractual life | 5 years | |||||
Fair Value Assumptions used in Estimating Fair Value of Each Option Grant [Abstract] | ||||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 1.47 | $ 1.45 | $ 1.06 | |||
Unrecognized compensation cost weighted average period for recognition | 3 years 2 months 12 days | |||||
Stock Options [Member] | Previously Reported [Member] | ||||||
Stock Options, Shares [Roll Forward] | ||||||
Options outstanding, beginning of period (in shares) | 1,742,018 | |||||
Options outstanding, end of period (in shares) | 1,742,018 | |||||
Stock Options, Weighted-Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of period (in dollars per share) | $ 10.64 | |||||
Outstanding, beginning of period (in dollars per share) | $ 10.64 | |||||
Stock Options [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Stock Options, Shares [Roll Forward] | ||||||
Options outstanding, beginning of period (in shares) | 10,849,752 | |||||
Options outstanding, end of period (in shares) | 10,849,752 | |||||
Stock Options, Weighted-Average Exercise Price [Roll Forward] | ||||||
Outstanding, beginning of period (in dollars per share) | $ (9.17) | |||||
Outstanding, beginning of period (in dollars per share) | $ (9.17) | |||||
Stock Options [Member] | 2014 Plan [Member] | ||||||
Stock Options, Weighted-Average Exercise Price [Roll Forward] | ||||||
Options exercisable (in dollars per share) | $ 2.18 | |||||
Fair Value Assumptions used in Estimating Fair Value of Each Option Grant [Abstract] | ||||||
Number of shares available for grant (in shares) | 455,670 | 1,822,318 |
Incentive Compensation Plans,_3
Incentive Compensation Plans, Stock Compensation Expense (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allocated Stock Compensation [Abstract] | |||||
Stock compensation expense | $ 8,826 | $ 481 | $ 3,063 | $ 2,114 | $ 1,796 |
Cost of Subscription, Transaction and Other Revenue [Member] | |||||
Allocated Stock Compensation [Abstract] | |||||
Stock compensation expense | 443 | 33 | 263 | 133 | 114 |
Research and Development [Member] | |||||
Allocated Stock Compensation [Abstract] | |||||
Stock compensation expense | 1,223 | 100 | 697 | 384 | 239 |
Sales and Marketing [Member] | |||||
Allocated Stock Compensation [Abstract] | |||||
Stock compensation expense | 1,333 | 74 | 465 | 296 | 347 |
General and Administrative [Member] | |||||
Allocated Stock Compensation [Abstract] | |||||
Stock compensation expense | $ 5,827 | $ 274 | $ 1,638 | $ 1,301 | $ 1,096 |
Incentive Compensation Plans, D
Incentive Compensation Plans, Defined Contribution Benefit Plan (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||||
Employer matching contribution, percent of match | 50.00% | 0.50% | |||
Employer matching contribution percent of employees' contributions | 6.00% | 6.00% | |||
Defined contribution plan costs | $ 497 | $ 352 | $ 378 | $ 1,250 | $ 998 |
Vesting requirements contingent upon continuing employment | 4 years | 4 years |
Income Taxes (FY) (Details)
Income Taxes (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current [Abstract] | |||||
Federal | $ 6 | $ 44 | $ 0 | ||
State | (14) | (12) | (17) | ||
Federal and State | (8) | 32 | (17) | ||
Deferred [Abstract] | |||||
Federal | (94) | (138) | (72) | ||
State | (102) | (54) | 20 | ||
Federal and State | (196) | (192) | (52) | ||
Provision for income taxes | $ (92) | $ (80) | $ (204) | (160) | (69) |
Reconciliation of Federal Income Tax [Abstract] | |||||
Statutory federal income tax rate | 21.00% | ||||
Statutory rate applied to pre-tax loss | $ 3,533 | 4,755 | 3,814 | ||
Permanent items | (256) | (115) | (79) | ||
Stock compensation related expenses | 449 | (274) | (103) | ||
State taxes | 458 | 290 | 1,226 | ||
Valuation allowance | (4,462) | (4,816) | (4,930) | ||
Other | 74 | 0 | 3 | ||
Provision for income taxes | $ (92) | $ (80) | (204) | (160) | $ (69) |
Deferred Tax Assets [Abstract] | |||||
Compensation and bonuses | 1,707 | 986 | |||
Intangible assets | 2,303 | 2,355 | |||
Stock-based compensation | 620 | 375 | |||
Accrued expenses and other | 863 | 184 | |||
Net operating loss carryforwards | 20,242 | 18,937 | |||
Unearned revenue | 3,179 | 2,575 | |||
Other carryforwards | 30 | 23 | |||
Interest expense limitation | 1,652 | 534 | |||
Deferred rent | 641 | 578 | |||
Valuation allowance | (24,178) | (19,717) | |||
Deferred tax assets, net of valuation allowance | 7,059 | 6,830 | |||
Deferred Tax Liabilities [Abstract] | |||||
Deferred implementation costs | (2,707) | (2,624) | |||
Fixed assets | (2,723) | (2,953) | |||
Goodwill | (2,397) | (1,825) | |||
Deferred tax liabilities | (7,827) | (7,402) | |||
Total deferred taxes | (768) | $ (572) | |||
Operating Loss Carryforwards [Abstract] | |||||
Operating loss carryforwards | $ 46,682 | ||||
Operating loss carryforwards expiration date | Jan. 1, 2034 | ||||
Federal [Member] | |||||
Operating Loss Carryforwards [Abstract] | |||||
Operating loss carryforwards | $ 78,948 |
Commitments and Contingencies_5
Commitments and Contingencies (FY) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018USD ($) | Aug. 31, 2017USD ($)ft²extensionPeriod | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)ft² | Jan. 17, 2020USD ($) | |
Lease Commitments [Abstract] | ||||||||
Lessee, term of contract | 15 years 6 months | |||||||
Lessee, operating lease, size | ft² | 88,759 | |||||||
Property, plant and equipment, gross | $ 32,751 | $ 32,218 | $ 30,455 | |||||
Incentive from lessor | $ 5,800 | |||||||
Lease incentive receivable | $ 5,800 | |||||||
Lease incentive amortization period | 15 years | |||||||
Lessee, operating lease, size of additional asset | ft² | 61,000 | |||||||
Lessee, operating lease, additional lease asset term | 6 years 6 months | |||||||
Letters of credit outstanding, amount | $ 2,725 | $ 2,854 | ||||||
Lessee, operating lease, termination term | 6 years 6 months | |||||||
Early termination payment, decrease per year | $ 650 | |||||||
Early termination payment, upon advance notice | $ 3,600 | |||||||
Lease termination, after lease commencement upon notice period | 12 years 6 months | |||||||
Lessee, operating lease, number of renewal options | extensionPeriod | 2 | |||||||
Lessee renewal term | 5 years | |||||||
Operating lease, rent free period | 6 months | |||||||
Operating lease rent expense | 1,284 | $ 1,349 | 5,167 | 5,105 | $ 4,226 | |||
Purchase obligation | 374,000 | 215 | ||||||
Leasehold Improvements, Furniture and Fixtures, and Computer Equipment [Member] | ||||||||
Lease Commitments [Abstract] | ||||||||
Property, plant and equipment, gross | 5,700 | |||||||
Improvements [Member] | ||||||||
Lease Commitments [Abstract] | ||||||||
Property, plant and equipment, gross | $ 12,133 | $ 12,120 | $ 12,071 | 5,700 | ||||
Incentive from lessor | $ 5,800 | |||||||
Minimum [Member] | ||||||||
Lease Commitments [Abstract] | ||||||||
Lessee, operating lease, additional lease asset term | 181 months | |||||||
Lessee, operating lease, monthly rental | $ 226 | |||||||
Maximum [Member] | ||||||||
Lease Commitments [Abstract] | ||||||||
Lessee, operating lease, size of additional asset | ft² | 61,000 | |||||||
Lessee, operating lease, additional lease asset term | 186 months | |||||||
Early termination payment | $ 7,500 | |||||||
Lessee, operating lease, monthly rental | $ 281 | |||||||
Capital Lease Obligations [Member] | Minimum [Member] | ||||||||
Lease Commitments [Abstract] | ||||||||
Debt stated interest rate | 5.00% | 5.00% | ||||||
Capital Lease Obligations [Member] | Maximum [Member] | ||||||||
Lease Commitments [Abstract] | ||||||||
Debt stated interest rate | 10.60% | 10.60% |
Commitment and Contingencies, F
Commitment and Contingencies, Future Minimum Lease Payments under Operating and Capital Leases (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases [Abstract] | ||
2021 | $ 3,567 | $ 4,772 |
2022 | 4,716 | 4,667 |
2023 | 4,444 | 4,433 |
2024 | 4,089 | 4,107 |
2025 | 4,055 | 4,166 |
Thereafter | 30,811 | 30,848 |
Total minimum lease payments | 51,682 | 52,993 |
Capital Leases [Abstract] | ||
2021 | 153 | 211 |
2022 | 52 | 42 |
2023 | 13 | 0 |
2024 | 1 | 0 |
2025 | 0 | 0 |
Thereafter | 0 | 0 |
Total minimum lease payments | 219 | 253 |
Less amounts representing interest | (7) | (7) |
Present value of lease payments | 212 | 246 |
Less current portion | (170) | (204) |
Long-term portion of minimum lease payments | $ 42 | $ 42 |
Segment Information (FY) (Detai
Segment Information (FY) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Abstract] | |||||
Number of reportable segments | 2 | 2 | |||
Revenues: | |||||
Subscription, transaction and services | $ 33,119 | $ 24,524 | $ 108,569 | $ 96,460 | $ 79,571 |
Reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total revenues | 41,936 | 34,145 | 145,685 | 136,468 | 120,515 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services | 9,253 | 7,890 | 32,531 | 32,015 | 26,567 |
Cost of reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total cost of revenues, excluding depreciation and amortization | 18,070 | 17,511 | 69,647 | 72,023 | 67,511 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | 23,866 | 16,634 | 76,038 | 64,445 | 53,004 |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ 23,866 | $ 16,634 | $ 76,038 | $ 64,445 | $ 53,004 |
Total segment gross margin, excluding depreciation and amortization | 56.90% | 48.70% | 52.20% | 47.20% | 44.00% |
Segment gross margin - subscription, transaction and services | 72.10% | 67.80% | 70.00% | 66.80% | 67.00% |
Unallocated amounts: | |||||
Sales and marketing | $ 8,936 | $ 6,422 | $ 23,420 | $ 22,098 | $ 21,677 |
Research and development | 10,993 | 9,384 | 36,468 | 34,285 | 23,606 |
General and administrative | 12,450 | 5,248 | 22,188 | 23,297 | 18,743 |
Depreciation and amortization | 1,360 | 1,411 | 5,624 | 5,881 | 6,040 |
Interest income | (103) | (16) | (18) | (1) | (136) |
Interest expense | 2,942 | 1,183 | 4,661 | 1,507 | 814 |
Other (income)/expense, net | 9,990 | 19 | 518 | 21 | 422 |
Loss before income taxes | (22,702) | (7,017) | (16,823) | (22,643) | (18,162) |
Subscription and Transaction [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | 99,609 | 89,476 | 74,725 | ||
Services and Other [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | 2,936 | 1,399 | 8,960 | 6,984 | 4,846 |
Operating Segments [Member] | Print [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | 4,498 | 4,786 | 18,445 | 20,612 | 21,120 |
Reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total revenues | 13,315 | 14,407 | 55,561 | 60,620 | 62,064 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services | 1,926 | 2,211 | 8,492 | 9,642 | 10,517 |
Cost of reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total cost of revenues, excluding depreciation and amortization | 10,743 | 11,832 | 45,608 | 49,650 | 51,461 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | 2,572 | 2,575 | 9,953 | 10,970 | 10,603 |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ 2,572 | $ 2,575 | $ 9,953 | $ 10,970 | $ 10,603 |
Total segment gross margin, excluding depreciation and amortization | 19.30% | 17.90% | 17.90% | 18.10% | 17.10% |
Segment gross margin - subscription, transaction and services | 57.20% | 53.80% | 54.00% | 53.20% | 50.20% |
Operating Segments [Member] | Print [Member] | Subscription and Transaction [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | $ 18,445 | $ 20,612 | $ 21,120 | ||
Operating Segments [Member] | Print [Member] | Services and Other [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | $ 0 | $ 0 | 0 | 0 | 0 |
Operating Segments [Member] | Software and Payments [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | 25,685 | 18,339 | 81,164 | 68,864 | 53,605 |
Reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total revenues | 25,685 | 18,339 | 81,164 | 68,864 | 53,605 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services | 3,711 | 3,114 | 12,571 | 11,900 | 8,271 |
Cost of reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total cost of revenues, excluding depreciation and amortization | 3,711 | 3,114 | 12,571 | 11,900 | 8,271 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | 21,974 | 15,225 | 68,593 | 56,964 | 45,334 |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ 21,974 | $ 15,225 | $ 68,593 | $ 56,964 | $ 45,334 |
Total segment gross margin, excluding depreciation and amortization | 85.60% | 83.00% | 84.50% | 82.70% | 84.60% |
Segment gross margin - subscription, transaction and services | 85.60% | 83.00% | 84.50% | 82.70% | 84.60% |
Operating Segments [Member] | Software and Payments [Member] | Subscription and Transaction [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | $ 81,164 | $ 68,864 | $ 53,605 | ||
Operating Segments [Member] | Software and Payments [Member] | Services and Other [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | $ 0 | $ 0 | 0 | 0 | 0 |
All Other [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | 2,936 | 1,399 | 8,960 | 6,984 | 4,846 |
Reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total revenues | 2,936 | 1,399 | 8,960 | 6,984 | 4,846 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services | 3,616 | 2,565 | 11,468 | 10,473 | 7,779 |
Cost of reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total cost of revenues, excluding depreciation and amortization | 3,616 | 2,565 | 11,468 | 10,473 | 7,779 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | (680) | (1,166) | (2,508) | (3,489) | (2,933) |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ (680) | $ (1,166) | $ (2,508) | $ (3,489) | $ (2,933) |
Total segment gross margin, excluding depreciation and amortization | (23.20%) | (83.30%) | (28.00%) | (50.00%) | (60.50%) |
Segment gross margin - subscription, transaction and services | (23.20%) | (83.30%) | (28.00%) | (50.00%) | (60.50%) |
All Other [Member] | Subscription and Transaction [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | $ 0 | $ 0 | $ 0 | ||
All Other [Member] | Services and Other [Member] | |||||
Revenues: | |||||
Subscription, transaction and services | $ 8,960 | $ 6,984 | $ 4,846 |
Related Party Transactions (F_2
Related Party Transactions (FY) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Board of Directors [Member] | |||
Related Party Transactions [Abstract] | |||
Revenue from related parties | $ 307 | $ 248 | $ 188 |
Portfolio Company [Member] | |||
Related Party Transactions [Abstract] | |||
Revenue from related parties | 122 | ||
Expenses from related parties | $ 94 | $ 57 | $ 60 |
Loss per Share, Basic and Dilut
Loss per Share, Basic and Diluted (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: [Abstract] | |||||
Net loss | $ (22,794) | $ (7,097) | $ (17,027) | $ (22,803) | $ (18,231) |
Denominator: [Abstract] | |||||
Weighted-average common shares outstanding, basic (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Weighted-average common shares outstanding, diluted (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Loss per Share, Antidilutive (F
Loss per Share, Antidilutive (FY) (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from computation of diluted earnings per share (in shares) | 35,717,495 | 25,370,603 | 16,275,742 | 11,758,416 | 12,696,775 |
Options to Purchase Common Stock [Member] | |||||
Antidilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from computation of diluted earnings per share (in shares) | 22,383,267 | 12,870,603 | 16,170,737 | 11,653,411 | 12,591,770 |
Series C Warrants [Member] | |||||
Antidilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from computation of diluted earnings per share (in shares) | 12,500,000 | 12,500,000 | 105,005 | 105,005 | 105,005 |
Subsequent Events (FY) (Details
Subsequent Events (FY) (Details) $ / shares in Units, $ in Thousands | Jan. 12, 2021USD ($)$ / sharesshares | Jan. 11, 2021shares | Jan. 17, 2020USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2017shares |
Subsequent Events [Abstract] | |||||||||
Payment of initial term loan principal balance | $ | $ 28,300 | ||||||||
Prepayment penalty paid to lenders | $ | $ 1,565 | $ 0 | |||||||
Reverse recapitalization, aggregate consideration | $ | $ 1,190,000 | ||||||||
Reverse recapitalization, cash paid to shareholders | $ | 90,061 | ||||||||
Reverse recapitalization, equity interests issued and issuable | $ | $ 1,099,000 | ||||||||
Reverse recapitalization, equity interests issued and issuable (in shares) | 109,944,090 | ||||||||
Recapitalization conversion ratio | 7.2282662 | ||||||||
Common stock, shares outstanding (in shares) | 145,266,108 | ||||||||
Warrants outstanding (in shares) | 12,500,000 | ||||||||
Number of shares exercisable by each warrant (in shares) | 1 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 1.91 | |||||||
Stock converted conversion ratio | 1 | ||||||||
Common and preferred stock, shares authorized (in shares) | 575,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Common stock repurchased (in shares) | 9,005,863 | ||||||||
Common stock, repurchased price (in dollars per share) | $ / shares | $ 10 | ||||||||
Issuance of earnout shares (in shares) | 20,000,000 | ||||||||
Restricted Stock Units [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Number of RSU's granted in period (in shares) | 836,208 | ||||||||
South Mountain [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Private placement warrants cancelled (in shares) | 6,954,500 | ||||||||
Common stock repurchased (in shares) | 2,015 | ||||||||
Class 1 Common Stock [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 92,760,478 | 91,420,871 | 89,953,439 | 89,618,719 | |||||
Common stock, shares authorized (in shares) | 538,000,000 | 538,000,000 | |||||||
Common stock, shares issued (in shares) | 92,760,478 | 91,420,871 | |||||||
Class 2 Common Stock [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 8,196,622 | 8,196,622 | 8,196,622 | 8,196,622 | |||||
Common stock, shares authorized (in shares) | 27,000,000 | 27,000,000 | |||||||
Common stock, shares issued (in shares) | 8,196,622 | 8,196,622 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Payment of initial term loan principal balance | $ | $ 44,700 | ||||||||
Prepayment penalty paid to lenders | $ | 1,600 | ||||||||
Payment of success based fees | $ | 25,000 | ||||||||
Payment of transaction costs | $ | 7,000 | ||||||||
Reverse recapitalization, aggregate consideration | $ | 1,190,000 | ||||||||
Reverse recapitalization, cash paid to shareholders | $ | 90,000 | ||||||||
Reverse recapitalization, equity interests issued and issuable | $ | $ 1,099,000 | ||||||||
Reverse recapitalization, equity interests issued and issuable (in shares) | 109,944,090 | ||||||||
Reverse recapitalization, equity interests issuable pursuant to outstanding vested and unvested options (in shares) | 15,175,967 | ||||||||
Recapitalization conversion ratio | 7.228266 | ||||||||
Assumed share price per share (in dollars per share) | $ / shares | $ 10 | ||||||||
Warrants outstanding (in shares) | 12,500,000 | ||||||||
Number of shares exercisable by each warrant (in shares) | 1 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||
Common and preferred stock, shares authorized (in shares) | 575,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||||||
Common stock repurchased (in shares) | 9,005,863 | ||||||||
Common stock, repurchased price (in dollars per share) | $ / shares | $ 10 | ||||||||
Contingent right to receive shares, term | 5 years | ||||||||
Number of shares of common stock withheld from employees for tax withholdings (in shares) | 246,056 | ||||||||
Subsequent Event [Member] | Restricted Stock Units [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Number of RSU's granted in period (in shares) | 836,208 | ||||||||
Subsequent Event [Member] | Earnout Shares [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Issuance of earnout shares (in shares) | 10,917,736 | ||||||||
Subsequent Event [Member] | First Earnout [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Contingent consideration liability (in shares) | 6,000,000 | ||||||||
Contingent consideration liability, volume-weighted average price of common stock (in dollars per share) | $ / shares | $ 12.50 | ||||||||
Contingent consideration liability, threshold trading day period | 20 days | ||||||||
Contingent consideration liability, trading days | 30 days | ||||||||
Subsequent Event [Member] | Second Earnout [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Contingent consideration liability (in shares) | 6,000,000 | ||||||||
Contingent consideration liability, volume-weighted average price of common stock (in dollars per share) | $ / shares | $ 15 | ||||||||
Contingent consideration liability, threshold trading day period | 20 days | ||||||||
Contingent consideration liability, trading days | 30 days | ||||||||
Subsequent Event [Member] | Billtrust [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Payment of success based fees | $ | $ 8,000 | ||||||||
Payment of transaction costs | $ | $ 2,000 | ||||||||
Subsequent Event [Member] | South Mountain [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Private placement warrants cancelled (in shares) | 6,954,500 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Contingent consideration liability (in shares) | 12,000,000 | ||||||||
Subsequent Event [Member] | Class 1 Common Stock [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 138,728,373 | ||||||||
Stock converted conversion ratio | 1 | ||||||||
Common stock, shares authorized (in shares) | 538,000,000 | ||||||||
Subsequent Event [Member] | Class 1 Common Stock [Member] | Prior South Mountain Shareholders [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 2,375,000 | ||||||||
Subsequent Event [Member] | Class 1 Common Stock [Member] | South Mountain [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 2,375,000 | ||||||||
Common stock, shares issued (in shares) | 2,375,000 | ||||||||
Subsequent Event [Member] | Class 1 Common Stock [Member] | South Mountain [Member] | First Earnout [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 1,187,500 | ||||||||
Subsequent Event [Member] | Class 1 Common Stock [Member] | South Mountain [Member] | Second Earnout [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 1,187,500 | ||||||||
Subsequent Event [Member] | Class 2 Common Stock [Member] | |||||||||
Subsequent Events [Abstract] | |||||||||
Common stock, shares outstanding (in shares) | 6,537,735 | ||||||||
Common stock, shares authorized (in shares) | 27,000,000 |
Organization and Nature of Bu_4
Organization and Nature of Business (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2021 | Oct. 18, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued (shares) | 20,000,000 | |||||||
Aggregate purchase price | $ 200,000 | |||||||
Stockholders' equity | $ 327,510 | $ 3,810 | $ 9,973 | $ 16,466 | $ 34,120 | $ 50,429 | ||
Accumulated Deficit [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stockholders' equity | (167,671) | (144,877) | (134,947) | (127,850) | (106,955) | (88,724) | ||
Additional Paid-in Capital [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stockholders' equity | 495,165 | 148,677 | $ 144,910 | $ 144,306 | $ 141,065 | $ 139,143 | ||
Reclassification [Member] | Accumulated Deficit [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stockholders' equity | (1,042) | (26,650) | ||||||
Reclassification [Member] | Additional Paid-in Capital [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stockholders' equity | $ 1,042 | $ 26,650 | ||||||
PIPE Financing | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued (shares) | 20,000,000 | 20,000,000 | ||||||
Price per share (USD per share) | $ 10 | $ 10 | ||||||
Aggregate purchase price | $ 200,000 | $ 200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||||
Accrued payroll taxes, current | $ 2,309 | $ 2,309 | |||
Subscription, transaction and services | $ 33,119 | $ 24,524 | $ 108,569 | $ 96,460 | $ 79,571 |
Customer relationship period | 5 years | 5 years | |||
Capitalized contract costs, current | $ 4,712 | $ 4,718 | 4,751 | ||
Capitalized contract cost, non-current | $ 8,551 | 8,677 | 7,887 | ||
ACH returns processing period | 3 days | ||||
Offering costs | 2,845 | ||||
Commissions | |||||
Significant Accounting Policies [Line Items] | |||||
Capitalized contract costs, additions | $ 712 | ||||
Capitalized contract costs, amortization | 747 | 2,111 | 1,700 | ||
Capitalized contract costs, current | 2,490 | 2,431 | 1,912 | ||
Capitalized contract cost, non-current | $ 5,139 | $ 5,233 | 4,594 | ||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Customer relationship period, business combination | 2 years | 2 years | |||
Minimum | Commissions | |||||
Significant Accounting Policies [Line Items] | |||||
Capitalized contract costs, amortization period | 4 years | 4 years | |||
Capitalized contract costs, commission expense payment period | 3 months | 3 months | |||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Customer relationship period, business combination | 4 years | 4 years | |||
Maximum | Commissions | |||||
Significant Accounting Policies [Line Items] | |||||
Capitalized contract costs, amortization period | 5 years | 5 years | |||
Capitalized contract costs, commission expense payment period | 12 months | 12 months | |||
Subscription and transaction | |||||
Significant Accounting Policies [Line Items] | |||||
Subscription, transaction and services | $ 30,183 | 23,125 | |||
Services and other | |||||
Significant Accounting Policies [Line Items] | |||||
Subscription, transaction and services | $ 2,936 | $ 1,399 | $ 8,960 | $ 6,984 | $ 4,846 |
Contingent Consideration (Q1)_2
Contingent Consideration (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contingent Consideration Liability [Roll Forward] | |||||
Contingent consideration, liability, beginning balance | $ 660 | $ 1,066 | $ 1,066 | $ 0 | |
Fair value adjustments to contingent consideration | (290) | 0 | (406) | 0 | $ 0 |
Contingent consideration, liability, ending balance | $ 370 | $ 1,066 | $ 660 | $ 1,066 | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Q1) (Details) $ / shares in Units, $ in Thousands | Jan. 12, 2021USD ($)tradingDay$ / sharesshares | Jan. 11, 2021shares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Reverse Recapitalization [Line Items] | |||||||
Reverse recapitalization, aggregate consideration | $ | $ 1,190,000 | ||||||
Cash electing shares of Legacy Billtrust shareholders | $ | 90,061 | ||||||
Reverse recapitalization, equity interests issued and issuable | $ | $ 1,099,000 | ||||||
Reverse recapitalization, equity interests issued and issuable, number of shares | 109,944,090 | ||||||
Reverse recapitalization, equity interests issuable, number of shares | 15,175,967 | ||||||
Recapitalization conversion ratio | 7.2282662 | ||||||
Stock repurchased during period (in USD per share) | $ / shares | $ 10 | ||||||
Common stock, shares outstanding (in shares) | 145,266,108 | ||||||
Warrants outstanding (shares) | 12,500,000 | ||||||
Number of shares exercisable by each warrant (shares) | 1 | ||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 1.91 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Common and preferred stock, shares authorized (shares) | 575,000,000 | ||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of shares issued (shares) | 20,000,000 | ||||||
Aggregate purchase price | $ | $ 200,000 | ||||||
Stock converted conversion ratio | 1 | ||||||
Stock repurchased during period (shares) | 9,005,863 | ||||||
Warrants exercised and converted (in shares) | 85,004 | ||||||
Contingent consideration liability, shares | 12,000,000 | ||||||
Contingent consideration liability, term | 5 years | ||||||
Issuance and vesting of earnout shares at fair value (shares) | 10,917,736 | ||||||
Amount paid for tax withholding | $ | $ 4,013 | $ 0 | |||||
Contingent consideration liability | $ | 0 | $ 230,995 | |||||
Change in fair value during the period (included in Other expense) | $ | 10,026 | ||||||
Share-based compensation expense | $ | $ 8,826 | $ 481 | $ 3,063 | $ 2,114 | $ 1,796 | ||
Restricted Stock Units (RSU's) | |||||||
Reverse Recapitalization [Line Items] | |||||||
Number of RSU's granted in period (in shares) | 836,208 | ||||||
Amount paid for tax withholding | $ | $ 4,013 | ||||||
Share price (in dollars per share) | $ / shares | $ 16.80 | ||||||
Earnout Shares | |||||||
Reverse Recapitalization [Line Items] | |||||||
Amount paid for tax withholding | $ | 4,013 | ||||||
Contingent consideration liability | $ | $ 191,095 | 0 | |||||
Change in fair value during the period (included in Other expense) | $ | 8,246 | ||||||
Earnout Shares | Restricted Stock Units (RSU's) | |||||||
Reverse Recapitalization [Line Items] | |||||||
Share price (in dollars per share) | $ / shares | $ 16.80 | ||||||
Risk free rate | 0.50% | ||||||
Volatility rate | 42.00% | ||||||
Share-based compensation expense | $ | 2,171 | ||||||
First Earnout | |||||||
Reverse Recapitalization [Line Items] | |||||||
Contingent consideration liability, shares | 6,000,000 | ||||||
Contingent consideration liability, stock price trigger | $ / shares | $ 12.50 | ||||||
Contingent consideration liability, threshold trading days | tradingDay | 20 | ||||||
Contingent consideration liability, threshold trading day period | 30 days | ||||||
Second Earnout | |||||||
Reverse Recapitalization [Line Items] | |||||||
Contingent consideration liability, shares | 6,000,000 | ||||||
Contingent consideration liability, stock price trigger | $ / shares | $ 15 | ||||||
Contingent consideration liability, threshold trading days | tradingDay | 20 | ||||||
Contingent consideration liability, threshold trading day period | 30 days | ||||||
Sponsor Vesting Shares | |||||||
Reverse Recapitalization [Line Items] | |||||||
Amount paid for tax withholding | $ | 0 | ||||||
Contingent consideration liability | $ | $ 39,900 | 0 | |||||
Change in fair value during the period (included in Other expense) | $ | $ 1,780 | ||||||
Billtrust | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
South Mountain | |||||||
Reverse Recapitalization [Line Items] | |||||||
Warrants cancelled (in shares) | 6,954,500 | ||||||
Stock repurchased during period (shares) | 2,015 | ||||||
South Mountain | Common Shareholders | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 25,000,000 | ||||||
Common Stock | Share-based Payment Arrangement | |||||||
Reverse Recapitalization [Line Items] | |||||||
Number of shares of common stock withheld from employees for tax withholdings | 246,056 | ||||||
Common Class I | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 138,728,373 | 149,315,319 | 91,420,868 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 538,000,000 | 538,000,000 | |||||
Common stock, shares issued (in shares) | 149,315,319 | 92,760,478 | |||||
Common Class I | Prior South Mountain Shareholders | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 2,375,000 | ||||||
Common Class I | South Mountain | Common Shareholders | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 2,375,000 | ||||||
Common stock, shares issued (in shares) | 2,375,000 | ||||||
Common Class I | South Mountain | Common Shareholders | First Earnout | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 1,187,500 | ||||||
Common Class I | South Mountain | Common Shareholders | Second Earnout | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 1,187,500 | ||||||
Common Class 2 | |||||||
Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 6,537,735 | 7,251,307 | 8,196,622 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 27,000,000 | 27,000,000 | |||||
Common stock, shares issued (in shares) | 7,251,307 | 8,196,622 |
Business Combination - Recapita
Business Combination - Recapitalization (Q1) (Details) - USD ($) $ in Thousands | Jan. 12, 2021 | Jan. 11, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Recapitalization | ||||
Cash - South Mountain (net of redemptions and non-contingent expenses) | $ 240,670 | |||
Cash - PIPE investors | 200,000 | |||
Cash electing shares of Legacy Billtrust shareholders | (90,061) | |||
Less fees to underwriters and other transaction costs | (20,200) | |||
Net cash received from reverse recapitalization | 330,409 | $ 349,902 | $ 0 | |
Net assets acquired and other adjustments | 255 | $ 255 | $ 0 | |
Net contributions from reverse recapitalization | $ 330,664 | |||
Recapitalization, Number of Shares | ||||
Common stock, shares outstanding (in shares) | 145,266,108 | |||
Stock repurchased during period (shares) | (9,005,863) | |||
Common stock of South Mountain (shares) | 30,497,985 | |||
Shares issued from PIPE (shares) | 20,000,000 | |||
Recapitalization shares (shares) | 41,492,122 | |||
Legal Billtrust stockholders (shares) | 103,773,986 | |||
South Mountain | ||||
Recapitalization, Number of Shares | ||||
Stock repurchased during period (shares) | (2,015) | |||
Common Shareholders | South Mountain | ||||
Recapitalization, Number of Shares | ||||
Common stock, shares outstanding (in shares) | 25,000,000 | |||
Founder Shareholders | South Mountain | ||||
Recapitalization, Number of Shares | ||||
Common stock, shares outstanding (in shares) | 5,500,000 |
Business Combination - Earnout
Business Combination - Earnout Shares Reconciliation (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instrument, Contingent Consideration Liability [Roll Forward] | ||
Derivative liability, beginning of period | $ 230,995 | |
Change in fair value during the period (included in Other expense) | 10,026 | |
Cash paid to satisfy tax withholding on net share issuance | (4,013) | $ 0 |
Amount reclassified to equity | (237,008) | |
Derivative liability, end of period | 0 | |
Earnout Shares | ||
Derivative Instrument, Contingent Consideration Liability [Roll Forward] | ||
Change in fair value during the period (included in Other expense) | 8,246 | |
Cash paid to satisfy tax withholding on net share issuance | (4,013) | |
Amount reclassified to equity | (195,328) | |
Derivative liability, end of period | 0 | |
Sponsor Vesting Shares | ||
Derivative Instrument, Contingent Consideration Liability [Roll Forward] | ||
Change in fair value during the period (included in Other expense) | 1,780 | |
Cash paid to satisfy tax withholding on net share issuance | 0 | |
Amount reclassified to equity | (41,680) | |
Derivative liability, end of period | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, amount | $ 30,500 | $ 33,200 | ||
Revenue, remaining performance obligation, percentage | 90.00% | |||
Revenue, payment period | 30 days | 30 days | ||
Contract with customer, liability, revenue recognized | $ 6,665 | $ 1,300 | $ 11,900 | $ 10,400 |
Revenue recognized due to termination of contract | $ 2,470 | |||
Revenue, practical expedient, original expected duration | 1 year | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, percentage | 96.00% | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 years | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-31 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | |||
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, initial performance obligation, percentage | 25.00% | 25.00% | ||
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, initial performance obligation, percentage | 100.00% | 100.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Q1) (Details) $ in Thousands | Mar. 31, 2021USD ($)yr | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Restricted cash | $ 2,914 | $ 3,277 | $ 3,275 | $ 0 | $ 0 | ||
Contingent consideration liability | $ 370 | $ 660 | $ 1,066 | $ 1,066 | $ 0 | ||
Valuation technique, option pricing model | Measurement input, share price | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 94.22 | ||||||
Valuation technique, option pricing model | Measurement input, expected term | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants and rights outstanding, measurement input | yr | 3.5 | ||||||
Valuation technique, option pricing model | Measurement input, risk free interest rate | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0.0021 | 0.0021 | 0.0167 | ||||
Valuation technique, option pricing model | Measurement input, option volatility | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0.52 | 0.52 | 0.47 | ||||
Valuation technique, option pricing model | Measurement input, expected dividend rate | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0 | 0 | 0 | ||||
Fair value, recurring | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Cash and cash equivalents | $ 261,013 | $ 14,642 | [1] | $ 4,736 | [1] | ||
Short-term investments | 25,000 | 0 | |||||
Restricted cash | 2,914 | 3,277 | |||||
Assets | 288,927 | 17,919 | 4,736 | ||||
Contingent consideration liability | 370 | 660 | [2] | 1,066 | [2] | ||
Liabilities | 370 | 1,832 | 1,312 | ||||
Fair value, recurring | Level 1 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Cash and cash equivalents | 261,013 | 14,642 | [1] | 4,736 | [1] | ||
Short-term investments | 25,000 | 0 | |||||
Restricted cash | 2,914 | 3,277 | |||||
Assets | 288,927 | 17,919 | 4,736 | ||||
Contingent consideration liability | 0 | 0 | [2] | 0 | [2] | ||
Liabilities | 0 | 0 | 0 | ||||
Fair value, recurring | Level 1 | Warrants | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants to purchase Series C preferred stock | 0 | ||||||
Fair value, recurring | Level 2 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Cash and cash equivalents | 0 | 0 | [1] | 0 | [1] | ||
Short-term investments | 0 | 0 | |||||
Restricted cash | 0 | 0 | |||||
Assets | 0 | 0 | 0 | ||||
Contingent consideration liability | 0 | 0 | [2] | 0 | [2] | ||
Liabilities | 0 | 0 | 0 | ||||
Fair value, recurring | Level 2 | Warrants | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants to purchase Series C preferred stock | 0 | ||||||
Fair value, recurring | Level 3 | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Cash and cash equivalents | 0 | 0 | [1] | 0 | [1] | ||
Short-term investments | 0 | 0 | |||||
Restricted cash | 0 | 0 | |||||
Assets | 0 | 0 | 0 | ||||
Contingent consideration liability | 370 | 660 | [2] | 1,066 | [2] | ||
Liabilities | $ 370 | 1,832 | $ 1,312 | ||||
Fair value, recurring | Level 3 | Warrants | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Warrants to purchase Series C preferred stock | $ 1,172 | ||||||
[1] | As of December 31, 2020 and 2019, cash and cash equivalents included money market obligations measured at fair value using Level 1 inputs. | ||||||
[2] | The Company's business acquisition of Second Phase (discussed in Note 3) is included in contingent consideration. The Company's valuation of the fair value of contingent consideration related to Second Phase at December 31, 2020 was based on management's expectations of the achievement of targets related to the contingent consideration. |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs (Q1) (Details) - Fair value, recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Liability value, beginning balance | $ 1,172 | ||
Change in fair value | 256 | ||
Exercise of Series C warrants | (1,428) | ||
Liability value, ending balance | 0 | $ 1,172 | |
Contingent consideration liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Liability value, beginning balance | 660 | 1,066 | $ 0 |
Change in fair value | (290) | 406 | (1,066) |
Liability value, ending balance | $ 370 | $ 660 | $ 1,066 |
Goodwill and Intangible Asset_8
Goodwill and Intangible Assets, net - Goodwill (Q1) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 36,956 |
Changes during the three months ended March 31, 2021 | 0 |
Goodwill, Ending Balance | $ 36,956 |
Goodwill and Intangible Asset_9
Goodwill and Intangible Assets, net - Intangible Assets (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | $ 19,480 | $ 19,510 | $ 28,274 | ||
Accumulated amortization | (10,502) | (9,976) | (16,514) | ||
Total | 8,978 | 9,534 | 11,760 | ||
Amortization of intangible assets | 556 | $ 557 | 2,226 | 3,214 | $ 3,919 |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 16,350 | 16,350 | 21,340 | ||
Accumulated amortization | (9,111) | (8,698) | (12,037) | ||
Total | 7,239 | 7,652 | 9,303 | ||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 1,430 | 1,460 | 1,860 | ||
Accumulated amortization | (702) | (660) | (768) | ||
Total | 728 | 800 | 1,092 | ||
Trademarks and trade names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 160 | 160 | 350 | ||
Accumulated amortization | (53) | (47) | (210) | ||
Total | 107 | 113 | 140 | ||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Value | 1,540 | 1,540 | 4,724 | ||
Accumulated amortization | (636) | (571) | (3,499) | ||
Total | $ 904 | $ 969 | $ 1,225 |
Goodwill and Intangible Asse_10
Goodwill and Intangible Assets, net - Amortization (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
remainder of 2021 | $ 1,269 | ||
2022 | 1,269 | $ 1,825 | |
2023 | 1,174 | 1,269 | |
2024 | 930 | 1,174 | |
2025 | 737 | 930 | |
Thereafter | 3,599 | ||
Total | $ 8,978 | $ 9,534 | $ 11,760 |
Property and Equipment, net (_5
Property and Equipment, net (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 32,751,000 | $ 32,218,000 | $ 30,455,000 | |||
Less: accumulated depreciation and amortization | (16,371,000) | (15,568,000) | (12,170,000) | |||
Property and equipment, net of accumulated depreciation of $16,371 and $15,568, respectively | 16,380,000 | 16,650,000 | 18,285,000 | |||
Depreciation and amortization | 1,360,000 | $ 1,411,000 | 5,624,000 | 5,881,000 | $ 6,040,000 | |
Assets held under capital lease, accumulated amortization | 3,576,000 | 3,519,000 | 3,519,000 | 3,183,000 | 2,854,000 | |
Property and equipment, dispositions | 0 | $ 0 | 0 | 165,000 | 0 | |
Property, Plant and Equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization | 803,000 | 854,000 | ||||
Assets held under capital leases - computer, print and mail equipment and software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 3,784,000 | 3,752,000 | 3,746,000 | |||
Computer, print and mail equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 8,293,000 | 7,998,000 | 7,043,000 | |||
Depreciation and amortization | 60,000 | 66,000 | ||||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 4,073,000 | 4,073,000 | 4,040,000 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 12,133,000 | 12,120,000 | 12,071,000 | $ 5,700,000 | ||
Software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 1,437,000 | 1,437,000 | 1,349,000 | |||
Depreciation and amortization | 60,000 | $ 75,000 | ||||
Vehicles | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 115,000 | 115,000 | 115,000 | |||
Internal software development | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 2,759,000 | 2,644,000 | 2,067,000 | |||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 157,000 | $ 79,000 | $ 24,000 |
Current and Long-Term Debt an_9
Current and Long-Term Debt and Capital Lease Obligation - Schedule of Long-Term Debt and Capital Lease (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ (1,234) | $ (67) | |
Capital lease obligations | $ 212 | 246 | 502 |
Subtotal | 212 | 43,675 | 29,018 |
Less: current portion, net of unamortized debt issuance costs | (170) | (380) | (876) |
Long-term debt and capital lease obligations, net of current portion and deferred financing costs | 42 | 43,295 | 28,142 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 44,663 | 5,833 |
Unamortized debt issuance costs | 0 | (1,234) | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 0 | $ 0 | $ 22,750 |
Current and Long-Term Debt a_10
Current and Long-Term Debt and Capital Lease Obligation - Narrative (Q1) (Details) - USD ($) | Jan. 12, 2021 | Jan. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Payments on long-term debt | $ 28,300,000 | |||||
Letters of credit outstanding, amount | 2,854,000 | $ 2,725,000 | ||||
Debt collateral amount | 3,274,000 | $ 2,914,000 | ||||
Capital lease obligations | $ 212,000 | $ 246,000 | $ 502,000 | |||
2020 Financing Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Debt and line of credit maximum borrowing capacity | $ 72,500,000 | |||||
Write off of debt issuance costs | $ 1,234,000 | |||||
Loss on extinguishment of debt | $ 1,575,000 | |||||
2020 Financing Agreement | Prepayment Period, First 24 Months | ||||||
Debt Instrument [Line Items] | ||||||
Debt prepayment, percent of principal | 3.00% | |||||
2020 Financing Agreement | Prepayment Period, 13 Through 24 Months | ||||||
Debt Instrument [Line Items] | ||||||
Debt prepayment, change in control, percent of principal | 2.25% | |||||
2020 Financing Agreement | Prepayment Period, 25 to 36 Months | ||||||
Debt Instrument [Line Items] | ||||||
Debt prepayment, percent of principal | 1.00% | |||||
2020 Financing Agreement | Prepayment Period, After 36 Months | ||||||
Debt Instrument [Line Items] | ||||||
Debt prepayment, percent of principal | 0.00% | |||||
2020 Financing Agreement | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 45,000,000 | |||||
Debt periodic payment, percent of principal | 0.25% | |||||
2020 Financing Agreement | Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt maximum borrowing capacity | $ 20,000,000 | |||||
2020 Financing Agreement | Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit maximum borrowing capacity | 7,500,000 | |||||
Line of credit maximum borrowing capacity sub-limit increase | $ 4,000,000 |
Stockholders' Equity, Warrant_2
Stockholders' Equity, Warrants and Redeemable Preferred Stock (Q1) (Details) - $ / shares | Jan. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Warrants exercise price (in dollars per share) | $ 11.50 | $ 1.91 | |
Expiration period | 5 years | ||
Redeemable price per share (USD per share) | $ 0.01 | ||
Written notice period | 30 days | ||
Maximum share price Company will send notice of redemption | $ 18 | ||
Threshold trading days | 20 days | ||
Threshold trading days period | 30 days |
Incentive Compensation Plans -
Incentive Compensation Plans - Narrative (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Period of automatic increases in shares authorized | 10 years | |||||
Yearly automatic percent increases in shares authorized | 4.00% | |||||
Options, grants in period (in shares) | 8,114,196 | |||||
Weighted average exercise price of options granted (in USD per share) | $ 16.74 | |||||
Weighted average grant date fair value of options granted in period (in USD per share) | $ 6.52 | |||||
Unrecognized compensation cost | $ 41,744 | $ 10,931 | ||||
Unrecognized compensation cost weighted average period for recognition | 2 years 10 months 2 days | |||||
Employer matching contribution, percent of match | 50.00% | 0.50% | ||||
Employer matching contribution percent of employees' contributions | 6.00% | 6.00% | ||||
Defined contribution plan costs | $ 497 | $ 352 | $ 378 | $ 1,250 | $ 998 | |
Vesting requirements | 4 years | 4 years | ||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of award | 5 years | |||||
Options to purchase common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, grants in period (in shares) | 8,818,051 | 1,770,289 | ||||
Weighted average grant date fair value of options granted in period (in USD per share) | $ 1.47 | $ 1.45 | $ 1.06 | |||
Unrecognized compensation cost weighted average period for recognition | 3 years 2 months 12 days | |||||
Restricted Stock Units (RSU's) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of RSU's granted in period (in shares) | 836,208 | |||||
2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 14,526,237 | |||||
Yearly automatic percent increases in shares authorized | 4.00% | |||||
Options, grants in period (in shares) | 7,651,600 | |||||
Number of shares available for grant (in shares) | 8,040,902,000 | |||||
2020 Plan | Restricted Stock Units (RSU's) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost weighted average period for recognition | 2 years 8 months 12 days | |||||
Weighted average grant date fair value of RSU's granted in period (in USD per share) | $ 16.80 | |||||
Unrecognized compensation cost | $ 12,415 | |||||
2020 Plan | Restricted Stock Units (RSU's) | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of award | 4 years | |||||
2020 Plan | Restricted Stock Units (RSU's) | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of award | 1 month | |||||
2020 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 1,452,623 | |||||
Yearly automatic percent increases in shares authorized | 1.00% | |||||
Shares issued in period (in shares) | 0 | |||||
2014 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, grants in period (in shares) | 462,596 |
Incentive Compensation Plans _4
Incentive Compensation Plans - Stock Option Valuation Assumptions (Q1) (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate, minimum | 0.64% | 1.57% | 0.40% | 1.70% | 2.70% |
Risk-free interest rate, maximum | 1.12% | 1.73% | 1.60% | 2.60% | 3.10% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Volatility factor of the expected market price of the Company's common stock, minimum | 41.56% | 39.44% | 39.00% | 38.00% | 34.00% |
Volatility factor of the expected market price of the Company's common stock, maximum | 41.62% | 39.93% | 45.00% | 40.00% | 42.00% |
Expected life of option | 5 years 6 months | 6 years 10 months 24 days | 6 years 10 months 24 days | 6 years 10 months 24 days | 7 years 1 month 6 days |
Incentive Compensation Plans _5
Incentive Compensation Plans - Allocated Share-Based Compensation Expense (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 8,826 | $ 481 | $ 3,063 | $ 2,114 | $ 1,796 |
Cost of subscription, transaction and other revenue | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 443 | 33 | 263 | 133 | 114 |
Research and development | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 1,223 | 100 | 697 | 384 | 239 |
Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | 1,333 | 74 | 465 | 296 | 347 |
General and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 5,827 | $ 274 | $ 1,638 | $ 1,301 | $ 1,096 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Q1) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018USD ($) | Aug. 31, 2017USD ($)ft²extensionPeriod | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)ft² | Jan. 17, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Lessee, term of contract | 15 years 6 months | |||||||
Lessee, operating lease, size | ft² | 88,759 | |||||||
Property, plant and equipment, gross | $ 32,751 | $ 32,218 | $ 30,455 | |||||
Incentive from lessor | $ 5,800 | |||||||
Lease incentive receivable | $ 5,800 | |||||||
Lease incentive amortization period | 15 years | |||||||
Lessee, operating lease, size of additional asset | ft² | 61,000 | |||||||
Lessee, operating lease, additional asset term | 6 years 6 months | |||||||
Letters of credit outstanding, amount | $ 2,725 | $ 2,854 | ||||||
Lessee, operating lease, termination term | 6 years 6 months | |||||||
Early termination payment, decrease per year | $ 650 | |||||||
Lessee, operating lease, number of renewal options | extensionPeriod | 2 | |||||||
Lessee renewal term | 5 years | |||||||
Lessee, operating lease, rent free period | 6 months | |||||||
Operating lease rent expense | 1,284 | $ 1,349 | 5,167 | 5,105 | $ 4,226 | |||
Purchase obligation | 374,000 | $ 215 | ||||||
Scenario 1 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Early termination payment | $ 7,500 | |||||||
Early termination payment, decrease per year | 650 | |||||||
Scenario 2 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Early termination payment | $ 3,600 | |||||||
Lessee, operating lease, termination notice period | 12 years 6 months | |||||||
Minimum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lessee, operating lease, additional asset term | 181 months | |||||||
Lessee, operating lease, monthly rental | $ 226 | |||||||
Minimum | Capital Lease Obligations | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Debt stated interest rate | 5.00% | 5.00% | ||||||
Maximum | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lessee, operating lease, size of additional asset | ft² | 61,000 | |||||||
Lessee, operating lease, additional asset term | 186 months | |||||||
Early termination payment | $ 7,500 | |||||||
Lessee, operating lease, monthly rental | $ 281 | |||||||
Maximum | Capital Lease Obligations | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Debt stated interest rate | 10.60% | 10.60% | ||||||
Leasehold improvements | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Property, plant and equipment, gross | $ 12,133 | $ 12,120 | $ 12,071 | 5,700 | ||||
Incentive from lessor | $ 5,800 |
Commitment and Contingencies _2
Commitment and Contingencies - Minimum Lease Payments (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
remainder of 2021 | $ 3,567 | $ 4,772 |
2022 | 4,716 | 4,667 |
2023 | 4,444 | 4,433 |
2024 | 4,089 | 4,107 |
2025 | 4,055 | 4,166 |
Thereafter | 30,811 | 30,848 |
Total minimum lease payments | 51,682 | 52,993 |
Capital Leases | ||
remainder of 2021 | 153 | 211 |
2022 | 52 | 42 |
2023 | 13 | 0 |
2024 | 1 | 0 |
2025 | 0 | 0 |
Thereafter | 0 | 0 |
Total minimum lease payments | 219 | 253 |
Less amounts representing interest | (7) | (7) |
Present value of lease payments | 212 | 246 |
Less current portion | (170) | (204) |
Long-term portion of minimum lease payments | $ 42 | $ 42 |
Segment Information (Q1) (Detai
Segment Information (Q1) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Number of reportable segments | 2 | 2 | |||
Revenues: | |||||
Subscription, transaction and services | $ 33,119 | $ 24,524 | $ 108,569 | $ 96,460 | $ 79,571 |
Reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total revenues | 41,936 | 34,145 | 145,685 | 136,468 | 120,515 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services revenue | 9,253 | 7,890 | 32,531 | 32,015 | 26,567 |
Cost of reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total cost of revenues, excluding depreciation and amortization | 18,070 | 17,511 | 69,647 | 72,023 | 67,511 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | 23,866 | 16,634 | 76,038 | 64,445 | 53,004 |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ 23,866 | $ 16,634 | $ 76,038 | $ 64,445 | $ 53,004 |
Total segment gross margin, excluding depreciation and amortization | 56.90% | 48.70% | 52.20% | 47.20% | 44.00% |
Segment gross margin - subscription, transaction and services | 72.10% | 67.80% | 70.00% | 66.80% | 67.00% |
Unallocated amounts: | |||||
Sales and marketing | $ 8,936 | $ 6,422 | $ 23,420 | $ 22,098 | $ 21,677 |
Research and development | 10,993 | 9,384 | 36,468 | 34,285 | 23,606 |
General and administrative | 12,450 | 5,248 | 22,188 | 23,297 | 18,743 |
Depreciation and amortization | 1,360 | 1,411 | 5,624 | 5,881 | 6,040 |
Interest income | (103) | (16) | (18) | (1) | (136) |
Interest expense and loss on extinguishment of debt | 2,942 | 1,183 | 4,661 | 1,507 | 814 |
Change in fair value of financial instruments and other income | 9,990 | 19 | 518 | 21 | 422 |
Loss before income taxes | (22,702) | (7,017) | (16,823) | (22,643) | (18,162) |
Subscription and transaction | |||||
Revenues: | |||||
Subscription, transaction and services | 30,183 | 23,125 | |||
Services and other | |||||
Revenues: | |||||
Subscription, transaction and services | 2,936 | 1,399 | 8,960 | 6,984 | 4,846 |
Operating segments | Print | |||||
Revenues: | |||||
Subscription, transaction and services | 4,498 | 4,786 | 18,445 | 20,612 | 21,120 |
Reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total revenues | 13,315 | 14,407 | 55,561 | 60,620 | 62,064 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services revenue | 1,926 | 2,211 | 8,492 | 9,642 | 10,517 |
Cost of reimbursable costs | 8,817 | 9,621 | 37,116 | 40,008 | 40,944 |
Total cost of revenues, excluding depreciation and amortization | 10,743 | 11,832 | 45,608 | 49,650 | 51,461 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | 2,572 | 2,575 | 9,953 | 10,970 | 10,603 |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ 2,572 | $ 2,575 | $ 9,953 | $ 10,970 | $ 10,603 |
Total segment gross margin, excluding depreciation and amortization | 19.30% | 17.90% | 17.90% | 18.10% | 17.10% |
Segment gross margin - subscription, transaction and services | 57.20% | 53.80% | 54.00% | 53.20% | 50.20% |
Operating segments | Print | Subscription and transaction | |||||
Revenues: | |||||
Subscription, transaction and services | $ 4,498 | $ 4,786 | |||
Operating segments | Print | Services and other | |||||
Revenues: | |||||
Subscription, transaction and services | 0 | 0 | $ 0 | $ 0 | $ 0 |
Operating segments | Software and Payments | |||||
Revenues: | |||||
Subscription, transaction and services | 25,685 | 18,339 | 81,164 | 68,864 | 53,605 |
Reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total revenues | 25,685 | 18,339 | 81,164 | 68,864 | 53,605 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services revenue | 3,711 | 3,114 | 12,571 | 11,900 | 8,271 |
Cost of reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total cost of revenues, excluding depreciation and amortization | 3,711 | 3,114 | 12,571 | 11,900 | 8,271 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | 21,974 | 15,225 | 68,593 | 56,964 | 45,334 |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ 21,974 | $ 15,225 | $ 68,593 | $ 56,964 | $ 45,334 |
Total segment gross margin, excluding depreciation and amortization | 85.60% | 83.00% | 84.50% | 82.70% | 84.60% |
Segment gross margin - subscription, transaction and services | 85.60% | 83.00% | 84.50% | 82.70% | 84.60% |
Operating segments | Software and Payments | Subscription and transaction | |||||
Revenues: | |||||
Subscription, transaction and services | $ 25,685 | $ 18,339 | |||
Operating segments | Software and Payments | Services and other | |||||
Revenues: | |||||
Subscription, transaction and services | 0 | 0 | $ 0 | $ 0 | $ 0 |
All other | |||||
Revenues: | |||||
Subscription, transaction and services | 2,936 | 1,399 | 8,960 | 6,984 | 4,846 |
Reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total revenues | 2,936 | 1,399 | 8,960 | 6,984 | 4,846 |
Cost of Revenues: | |||||
Cost of subscription, transaction and services revenue | 3,616 | 2,565 | 11,468 | 10,473 | 7,779 |
Cost of reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total cost of revenues, excluding depreciation and amortization | 3,616 | 2,565 | 11,468 | 10,473 | 7,779 |
Gross Profit [Abstract] | |||||
Segment gross profit - subscription, transaction and services | (680) | (1,166) | (2,508) | (3,489) | (2,933) |
Segment gross profit - reimbursable costs | 0 | 0 | 0 | 0 | 0 |
Total segment gross profit, excluding depreciation and amortization | $ (680) | $ (1,166) | $ (2,508) | $ (3,489) | $ (2,933) |
Total segment gross margin, excluding depreciation and amortization | (23.20%) | (83.30%) | (28.00%) | (50.00%) | (60.50%) |
Segment gross margin - subscription, transaction and services | (23.20%) | (83.30%) | (28.00%) | (50.00%) | (60.50%) |
All other | Subscription and transaction | |||||
Revenues: | |||||
Subscription, transaction and services | $ 0 | $ 0 | |||
All other | Services and other | |||||
Revenues: | |||||
Subscription, transaction and services | $ 8,960 | $ 6,984 | $ 4,846 |
Related Party Transactions (Q_2
Related Party Transactions (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Director | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 70 | $ 77 |
Preferred Shareholder | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 40 | |
Expenses from related parties | $ 48 | $ 16 |
Loss Per Share - Basic and Dilu
Loss Per Share - Basic and Diluted (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: [Abstract] | |||||
Net loss | $ (22,794) | $ (7,097) | $ (17,027) | $ (22,803) | $ (18,231) |
Denominator: [Abstract] | |||||
Weighted-average common shares outstanding, basic (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Weighted-average common shares outstanding, diluted (in shares) | 144,207,000 | 99,804,000 | 100,023,000 | 99,272,000 | 97,952,000 |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.16) | $ (0.07) | $ (0.17) | $ (0.23) | $ (0.19) |
Loss Per Share - Antidilutive (
Loss Per Share - Antidilutive (Q1) (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of EPS, amount | 35,717,495 | 25,370,603 | 16,275,742 | 11,758,416 | 12,696,775 |
Options to purchase common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of EPS, amount | 22,383,267 | 12,870,603 | 16,170,737 | 11,653,411 | 12,591,770 |
Restricted Stock Units (RSU's) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of EPS, amount | 834,228 | 0 | |||
Warrants | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of EPS, amount | 12,500,000 | 12,500,000 | 105,005 | 105,005 | 105,005 |
Accrued Expenses and Other (Q_3
Accrued Expenses and Other (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expense and Other: | |||
Accrued expenses | $ 11,907 | $ 11,749 | $ 5,595 |
Accrued compensation | 7,337 | 9,513 | 5,715 |
Accrued professional services and other | 4,070 | 3,569 | 3,068 |
Accrued business combination expense | 846 | 1,510 | |
Total accrued expenses and other | $ 24,160 | $ 26,341 | $ 14,378 |