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Business Combination & Acquisitions (Tables)
 9 Months Ended
Sep. 30, 2022
Reverse Recapitalization [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table summarizes the fair value of the aggregate consideration paid for Order2Cash (in thousands):
Cash paid at close (1)$59,878 
Deferred purchase price (2)586 
Total purchase consideration$60,464 
(1)Cash paid at close represents the gross contractual amounts paid. Net cash paid, which accounts for cash acquired of $0.4 million, was $59.5 million and is reflected as an investing activity on the Condensed Consolidated Statements of Cash Flows.
(2)An additional $0.6 million is payable within four years of the closing date upon achievement of certain conditions. This amount is recognized as purchase price. Refer to Note 13 - Fair Value Measurements for information on determining the fair value.
The following table summarizes the fair value of the aggregate consideration paid for iController (in thousands):
Cash paid at close (1)$57,020 
Contingent consideration (2)5,085 
Deferred purchase price (3)579 
Total purchase consideration$62,684 
(1)The cash paid at close represents the gross contractual amounts paid. Net cash paid, which accounts for cash acquired of $0.2 million, was $56.8 million and is reflected as an investing activity on the Condensed Consolidated Statements of Cash Flows.
(2)The acquisition of iController included contingent consideration to be paid in cash to the seller based on the amount and timing of iController’s achievement of certain recurring revenue growth targets over a three-year period subsequent to the acquisition date. The fair value of this contingent consideration on the closing date was $5.1 million, which was recognized as purchase price. Refer to Note 13 - Fair Value Measurements for information on determining the fair value.
(3)The deferred purchase price was paid in the first quarter of 2022 upon completion of certain conditions.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of Order2Cash (in thousands):
Assets:
Cash and cash equivalents$422 
Accounts receivable2,189 
Property and equipment184 
Operating lease right-of-use assets569 
Goodwill (1)40,838 
Intangible assets (2)27,238 
Total assets$71,440 
Liabilities:
Accounts payable$861 
Accrued expenses and other current liabilities1,510 
Operating lease liabilities569 
Deferred revenue1,226 
Deferred taxes6,810 
Total liabilities10,976 
Net assets acquired$60,464 
(1)Goodwill represents the expected revenue synergies from combining Order2Cash with Billtrust, as well as the value of the acquired workforce. The goodwill is not expected to be deductible for income tax purposes.
(2)All of the intangible assets are expected to be finite lived.
The following table summarizes the final allocation of the purchase price to the fair value of the assets acquired and liabilities assumed for the acquisition of iController (in thousands):
Assets:
Cash and cash equivalents$187 
Accounts receivable1,217 
Property and equipment439 
Operating lease right-of-use assets651 
Goodwill (1)52,386 
Intangible assets (2)17,385 
Other assets (current and non-current)76 
Total assets$72,341 
Liabilities:
Accounts payable$524 
Accrued expenses and other current liabilities641 
Operating lease liabilities, net of current portion917 
Deferred revenue3,775 
Deferred taxes3,800 
Total liabilities9,657 
Net assets acquired$62,684 
(1)Goodwill represents the expected revenue synergies from combining iController with Billtrust, as well as the value of the acquired workforce. The goodwill is not deductible for income tax purposes.
(2)All of the intangible assets are finite-lived.
Schedule of Acquired Finite-Lived Intangible Assets by Major Class Based on the preliminary valuation, the intangible assets acquired were (in thousands):
Fair ValueUseful Life
(in Years)
Customer relationships$22,471 
13 - 14
Developed technology3,405 5
Trade names1,362 6
Total intangible assets$27,238 
Based on the valuation, the intangible assets acquired were (in thousands):
Fair ValueUseful Life
(in Years)
Customer relationships$14,256 15
Developed technology2,202 6
Trade names927 6
Total intangible assets$17,385 
Schedule of Business Acquisition, Pro Forma Information As a result, the following unaudited pro forma financial information is presented as if Order2Cash had been acquired by the Company on January 1, 2021 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Pro forma total revenue
$51,362 $43,343 $147,621 $131,676 
Pro forma net loss
$(21,092)$(10,732)$(65,271)$(47,188)
Schedule of Reverse Recapitalization
The following table reconciles the elements of the Business Combination, accounted for as a reverse recapitalization, to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2021 (in thousands):
Reverse Recapitalization
Cash - South Mountain (net of redemptions and non-contingent expenses)$240,670 
Cash - PIPE investors200,000 
Cash electing shares of Legacy Billtrust shareholders(90,061)
Fees to underwriters and other transaction costs(19,936)
Net cash received from reverse recapitalization330,673 
Net assets acquired and other adjustments255 
Net contributions from reverse recapitalization$330,928 
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 (in thousands):
Number of Shares
Common Stock outstanding prior to Business Combination25,000 
South Mountain founder shares5,500 
Redemption of South Mountain shares(2)
Common stock of South Mountain30,498 
Shares issued from PIPE20,000 
Legacy Billtrust shareholders' shares purchased for cash(9,006)
Recapitalization shares41,492 
Legacy Billtrust stockholders' shares103,774 
Total shares145,266 
Schedule of Contingent Consideration Liabilities
The following table is a reconciliation of the liability balance at the BCA Closing Date and the changes therein for the nine months ended September 30, 2021 (in thousands):
Earnout SharesSponsor Vesting SharesTotal
Fair value on Closing Date$191,095 $39,900 $230,995 
Fair value adjustment (1)8,246 1,780 10,026 
Amount paid for tax withholding(4,013)— (4,013)
Amount reclassified to equity(195,328)(41,680)(237,008)
Balance, March 31, 2021$— $— $— 
(1) Included in change in fair value of financial instruments on the Condensed Consolidated Statements of Operations.