Grid Dynamics(GDYN)

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Grid Dynamics(GDYN) - 2020 Q4 - Annual Report
2021-03-04 16:00
PART I [Business](index=6&type=section&id=Item%201.%20Business) Grid Dynamics is a global digital engineering and IT services provider specializing in enterprise-level digital transformations - Grid Dynamics completed a business combination on **March 5, 2020**, and began trading on NASDAQ under **GDYN**[20](index=20&type=chunk) - The company acquired Netherlands-based **Daxx Web Industries B.V.** on **December 14, 2020**, to expand its European presence[24](index=24&type=chunk) Revenue by Industry Vertical (2018-2020) | Vertical | 2020 Revenue ($ thousands) | 2020 % of Revenue | 2019 Revenue ($ thousands) | 2019 % of Revenue | 2018 Revenue ($ thousands) | 2018 % of Revenue | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Tech, Media and Telecom | $45,362 | 40.8% | $32,337 | 27.3% | $23,485 | 25.6% | | Retail | $33,975 | 30.5% | $67,367 | 56.9% | $58,544 | 63.7% | | Finance | $13,589 | 12.2% | $12,479 | 10.6% | $8,089 | 8.8% | | CPG/Manufacturing | $14,202 | 12.8% | $4,850 | 4.1% | $1,330 | 1.4% | | Other | $4,155 | 3.7% | $1,293 | 1.1% | $417 | 0.5% | | **Total** | **$111,283** | **100.0%** | **$118,326** | **100.0%** | **$91,865** | **100.0%** | - The company employs a **"land and expand" sales strategy**, targeting **85%** revenue from long-term clients, **10%** from mid-term, and **5%** from new clients[54](index=54&type=chunk)[55](index=55&type=chunk) - As of **December 31, 2020**, the company had **1,894 personnel** across six countries, primarily in Central and Eastern Europe engineering centers[50](index=50&type=chunk)[62](index=62&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from client concentration, market downturns, competition, international operations, and regulatory compliance - Revenue concentration is high, with the **top 10 clients** accounting for **79% of 2020 revenue**, and the **top two clients** each exceeding **10%**[87](index=87&type=chunk) - The **COVID-19 pandemic** negatively impacted revenues, especially the retail segment, with most retail customer revenues not returning to pre-pandemic levels[92](index=92&type=chunk) - Intense competition stems from emerging digital services firms, large global consulting firms, India-based IT providers, and clients' in-house IT departments[64](index=64&type=chunk)[98](index=98&type=chunk) - Operations in **Russia, Ukraine, Poland, and Serbia** expose the company to significant legal, economic, tax, and political risks[126](index=126&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) - The company is subject to evolving data privacy laws like **GDPR** and **CCPA/CPRA**, imposing stringent requirements and potential penalties[178](index=178&type=chunk)[179](index=179&type=chunk) - A material weakness in internal controls over financial reporting, identified in **2019**, was remediated as of **December 31, 2020**[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) [Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None [Properties](index=52&type=section&id=Item%202.%20Properties) Grid Dynamics leases **12 facilities** totaling approximately **140,000 square feet** across six countries, with principal executive offices in San Ramon, California - The company leases all its facilities, totaling approximately **140,000 square feet** across **12 locations** in **six countries**[223](index=223&type=chunk) - Engineering centers are located in the **U.S., Poland, Serbia, Ukraine, the Netherlands, and Russia**[223](index=223&type=chunk) [Legal Proceedings](index=53&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material legal or governmental proceedings - Grid Dynamics is not currently a party to any material legal proceedings[225](index=225&type=chunk) [Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ under **GDYN** since **March 2020**, with **53.8 million shares outstanding** and no dividends expected - Common stock began trading on NASDAQ under **GDYN** on **March 6, 2020**[229](index=229&type=chunk) - As of **February 28, 2021**, **53,802,690 shares** of common stock were outstanding[6](index=6&type=chunk)[230](index=230&type=chunk) - The company has not paid cash dividends and does not expect to declare any, intending to retain all earnings for business operations[231](index=231&type=chunk) [Selected Financial Data](index=54&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable as the company has elected not to provide this information - None [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In **2020**, revenue decreased to **$111.3 million** due to **COVID-19's impact on Retail**, offset by **TMT growth**, resulting in a **net loss** Financial Highlights (2018-2020) | Metric | 2020 ($ million) | 2019 ($ million) | 2018 ($ million) | | :--- | :--- | :--- | :--- | | Revenues | $111.3M | $118.3M | $91.9M | | Gross Profit | $41.6M | $48.2M | $39.3M | | Income/(loss) from operations | $(15.4)M | $15.6M | $13.8M | | Net income/(loss) | $(12.6)M | $10.8M | $9.2M | | Diluted EPS | $(0.28) | $0.49 | $0.46 | | Adjusted EBITDA | $12.5M | $23.7M | $19.4M | - The Retail vertical revenue declined by approximately **50%** year-over-year in **2020** due to COVID-19 disruptions, from **$67.4 million** in **2019** to **$34.0 million** in **2020**[243](index=243&type=chunk)[279](index=279&type=chunk) - The Technology, Media & Telecom (TMT) vertical grew by **40%** year-over-year, becoming the largest vertical at **41% of 2020 revenue**[242](index=242&type=chunk) - General and administrative expenses increased by **76.9%** to **$37.7 million** in **2020**, primarily due to **$11.1 million** in stock-based compensation and retention bonuses[284](index=284&type=chunk) - The company ended **2020** with **$112.7 million** in cash and cash equivalents and no outstanding debt[297](index=297&type=chunk)[298](index=298&type=chunk) Cash Flow Summary (2018-2020) | Cash Flow Activity ($ thousands) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $5,932 | $12,534 | $10,584 | | Net cash used in investing activities | $(18,339) | $(2,811) | $(3,079) | | Net cash provided by financing activities | $82,967 | $14,604 | $0 | [Quantitative and Qualitative Disclosures about Market Risk](index=74&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is foreign currency exchange rate risk, with significant operating expenses denominated in **Russian rouble, Ukrainian hryvnia, and Polish zloty** - The company is exposed to foreign currency risk as a significant portion of operating expenses are in **Russian roubles, Ukrainian hryvnia, and Polish zloty**, while revenues are in U.S. dollars[326](index=326&type=chunk)[327](index=327&type=chunk) - A hypothetical **10% decrease** in the **Russian rouble** against the USD in **2020** would have increased income from operations by **$1.6 million**, and a **10% decrease** in the **Polish zloty** by **$1.1 million**[328](index=328&type=chunk) [Financial Statements and Supplementary Data](index=75&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for **2018-2020**, including balance sheets, income statements, equity statements, cash flows, and notes Consolidated Balance Sheet Summary (in thousands) | Account | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $112,745 | $42,189 | | Total current assets | $134,616 | $66,015 | | Goodwill | $14,690 | $0 | | **Total assets** | **$167,135** | **$71,531** | | **Liabilities and Equity** | | | | Total current liabilities | $13,318 | $8,300 | | **Total liabilities** | **$15,411** | **$8,300** | | **Total stockholders' equity** | **$151,724** | **$54,044** | Consolidated Statement of Income/(Loss) Summary (in thousands) | Account | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Revenue | $111,283 | $118,326 | $91,865 | | Gross profit | $41,621 | $48,236 | $39,306 | | Total operating expenses | $57,069 | $32,611 | $25,477 | | Income/(loss) from operations | $(15,448) | $15,625 | $13,829 | | **Net income/(loss)** | **$(12,599)** | **$10,807** | **$9,228** | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=111&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None [Controls and Procedures](index=111&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that internal control over financial reporting and disclosure controls were effective as of **December 31, 2020**, following the remediation of a **2019 material weakness** - A material weakness related to a lack of sufficient resources with **U.S. GAAP expertise**, identified prior to **2020**, was remediated as of **December 31, 2020**[481](index=481&type=chunk)[483](index=483&type=chunk) - Remediation included hiring a new **CFO** and **Global Controller**, additional qualified accounting personnel, and implementing a new **ERP system**[483](index=483&type=chunk) - Management, including the **CEO** and **CFO**, concluded that internal control over financial reporting and disclosure controls were effective as of **December 31, 2020**[485](index=485&type=chunk)[486](index=486&type=chunk) [Other Information](index=112&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None PART III [Directors, Executive Officers and Corporate Governance](index=113&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the upcoming Definitive Proxy Statement - Information is incorporated by reference from the company's upcoming Proxy Statement[492](index=492&type=chunk) [Executive Compensation](index=113&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the upcoming Definitive Proxy Statement - Information is incorporated by reference from the company's upcoming Proxy Statement[494](index=494&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=113&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership of beneficial owners, management, and related stockholder matters is incorporated by reference from the upcoming Definitive Proxy Statement - Information is incorporated by reference from the company's upcoming Proxy Statement[495](index=495&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=113&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence is incorporated by reference from the upcoming Definitive Proxy Statement - Information is incorporated by reference from the company's upcoming Proxy Statement[496](index=496&type=chunk) [Principal Accounting Fees and Services](index=113&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services is incorporated by reference from the upcoming Definitive Proxy Statement - Information is incorporated by reference from the company's upcoming Proxy Statement[497](index=497&type=chunk) PART IV [Exhibit and Financial Statement Schedules](index=114&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report on Form 10-K - This section lists all financial statements and exhibits filed with the Form 10-K[500](index=500&type=chunk)[501](index=501&type=chunk) [Form 10-K Summary](index=118&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None
Grid Dynamics(GDYN) - 2020 Q3 - Earnings Call Transcript
2020-11-09 02:38
Grid Dynamics Holdings, Inc. (NASDAQ:GDYN) Q3 2020 Earnings Conference Call November 5, 2020 4:30 PM ET Company Participants Leonard Livschitz - CEO Anil Kumar Doradla - CFO Conference Call Participants Joseph Vafi - Canaccord Maggie Nolan - William Blair Operator Good day, ladies and gentlemen, and welcome to the Grid Dynamics Holdings Inc. Third Quarter 2020 Earnings Conference Call. At this time all participants are in a listen-only mode. [Operator Instructions] A question-and-answer session will follow ...
Grid Dynamics(GDYN) - 2020 Q3 - Earnings Call Presentation
2020-11-08 21:04
0 Grid Dynamics 1 trusted engineering partner for digital transformation Grid Dynamics Investor Presentation NASDAQ: GDYN | Q3 2020 www.griddynamics.com Disclaimer Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts,and involve risks and uncertainties that could cause actual results of Grid Dynamics to differ materially from thos ...
Grid Dynamics(GDYN) - 2020 Q2 - Earnings Call Presentation
2020-08-07 19:13
trusted engineering partner for digital transformation Grid Dynamics Investor Presentation NASDAQ: GDYN | Q2 2020 www.griddynamics.com Disclaimer Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts and involve risks and uncertainties that could cause actual results of Grid Dynamics to differ materially from those expected and pro ...
Grid Dynamics(GDYN) - 2020 Q1 - Quarterly Report
2020-05-11 20:58
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the transition period from to Commission File Number: 001-38685 (Mark One) Grid Dynamics Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) For the quarterly period ended March 31, 2020 5000 Executive Parkway, Suite 520 San Ramon, CA 94583 (Address of pr ...
Grid Dynamics(GDYN) - 2019 Q2 - Quarterly Report
2019-08-13 23:33
[PART 1 – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements and related disclosures for the company's interim period [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited financial statements as of June 30, 2019, show $223.8 million in assets, $1.49 million net income, and a going concern uncertainty [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2019, total assets were $223.8 million, primarily in a Trust Account, with $8.1 million in liabilities Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $659,543 | $1,011,224 | | Cash and marketable securities held in Trust Account | $222,993,855 | $221,158,467 | | **Total Assets** | **$223,828,599** | **$222,364,173** | | **Liabilities & Equity** | | | | Total Current Liabilities | $415,607 | $445,120 | | Deferred underwriting fees | $7,700,000 | $7,700,000 | | **Total Liabilities** | **$8,115,607** | **$8,145,120** | | Common stock subject to possible redemption | $210,712,990 | $209,219,050 | | **Total Stockholders' Equity** | **$5,000,002** | **$5,000,003** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for the six months ended June 30, 2019, was $1.49 million, primarily from interest on Trust Account securities Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Interest earned on marketable securities | $1,317,860 | $2,617,791 | | General and administrative expenses | $278,012 | $595,223 | | **Net income** | **$773,705** | **$1,493,939** | | Basic and diluted income per share, Class A | $0.05 | $0.09 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $1.13 million, with a $351,681 decrease in cash balance for the six months ended June 30, 2019 Cash Flow Summary for Six Months Ended June 30, 2019 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($1,134,084) | | Net cash provided by investing activities | $782,403 | | Net cash provided by financing activities | $0 | | **Net Change in Cash** | **($351,681)** | | Cash – End of period | $659,543 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC nature, April 2020 business combination deadline, going concern uncertainty, related party transactions, and $7.7 million in deferred underwriting fees - The Company is a blank check company formed to effect a business combination, intending to focus on the technology industry[20](index=20&type=chunk)[21](index=21&type=chunk) - The company has until **April 9, 2020**, to consummate a Business Combination, otherwise it will cease operations and redeem public shares[33](index=33&type=chunk) - Management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern[38](index=38&type=chunk) - The company pays an affiliate of the Sponsor **$15,000 per month** for office space, utilities, and administrative support[66](index=66&type=chunk) - Underwriters are entitled to a deferred fee of **$7,700,000**, payable from the Trust Account only upon completion of a Business Combination[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company reported $1.49 million net income from Trust Account interest, with $659,543 cash for working capital, and may need additional financing for a business combination - The company is a blank check company formed on May 21, 2018, to effect a business combination, with no operations or revenues to date[89](index=89&type=chunk)[93](index=93&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2019** | $773,705 | $1.32M interest income, offset by $278K operating costs and $266K taxes | | **Six Months Ended June 30, 2019** | $1,493,939 | $2.62M interest income, offset by $595K operating costs and $529K taxes | - As of June 30, 2019, the company had **$659,543** in cash held outside the Trust Account available for working capital purposes[96](index=96&type=chunk) - A total of **$220 million** was placed in the Trust Account following the IPO and exercise of the over-allotment option[99](index=99&type=chunk) - The Sponsor may provide up to **$1,500,000** in Working Capital Loans, which may be convertible into units at **$10.00 per unit** at the lender's option[103](index=103&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk is considered minimal due to its investment strategy in short-term U.S. government securities - The company believes there is no material exposure to interest rate risk due to its investment strategy of holding short-term U.S. government securities[109](index=109&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2019[111](index=111&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[112](index=112&type=chunk) [PART II – OTHER INFORMATION](index=27&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides updates on legal proceedings, risk factors, equity sales, and exhibits [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - None[114](index=114&type=chunk) [Risk Factors](index=27&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K[115](index=115&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None[116](index=116&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications and XBRL data files - The report includes exhibits such as CEO/CFO certifications (302 and 906) and XBRL data files[122](index=122&type=chunk)
Grid Dynamics(GDYN) - 2019 Q1 - Quarterly Report
2019-05-15 20:03
PART 1 – FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents ChaSerg Technology Acquisition Corp.'s unaudited condensed financial statements for Q1 2019, detailing balance sheets, operations, equity changes, cash flows, and related notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets were $223.4 million, primarily trust account cash, with $8.4 million liabilities and $209.9 million redeemable common stock Condensed Balance Sheet Highlights (unaudited) | Account | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $873,508 | $1,011,224 | | Cash and marketable securities held in Trust Account | $222,335,061 | $221,158,467 | | **Total Assets** | **$223,381,062** | **$222,364,173** | | **Liabilities & Equity** | | | | Total Liabilities | $8,441,775 | $8,145,120 | | Common stock subject to possible redemption | $209,939,280 | $209,219,050 | | Total Stockholders' Equity | $5,000,007 | $5,000,003 | [Condensed Statement of Operations](index=4&type=section&id=Condensed%20Statement%20of%20Operations) For Q1 2019, the company reported **$720,234** net income, driven by **$1.3 million** in trust account interest, offsetting expenses and taxes Statement of Operations Summary (Three Months Ended March 31, 2019) | Item | Amount | | :--- | :--- | | Interest earned on marketable securities held in Trust Account | $1,299,931 | | General and administrative expenses | ($317,211) | | Provision for income taxes | ($262,486) | | **Net income** | **$720,234** | | Basic and diluted income per share, Class A | $0.04 | [Condensed Statement of Changes in Stockholders' Equity](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity remained stable at **$5.0 million**, as net income was offset by changes in redeemable common stock value - Net income for the period was **$720,234**[15](index=15&type=chunk) - A change in the value of common stock subject to possible redemption of (**$720,230**) was recorded, offsetting the net income[15](index=15&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operations was **$261,053**, offset by **$123,337** from investing, resulting in a **$137,716** net cash decrease Cash Flow Summary (Three Months Ended March 31, 2019) | Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($261,053) | | Net cash provided by investing activities | $123,337 | | **Net Change in Cash** | **($137,716)** | | **Cash – End of period** | **$873,508** | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, IPO proceeds, related party transactions, deferred fees, and going concern uncertainty - The Company is a special purpose acquisition company (SPAC) formed to effect a business combination, with an intended focus on the technology industry[20](index=20&type=chunk)[21](index=21&type=chunk) - The Company has until April 9, 2020 (the "Combination Period") to consummate a Business Combination, or it will be required to liquidate[33](index=33&type=chunk) - Management has determined that the mandatory liquidation requirement raises substantial doubt about the Company's ability to continue as a going concern[39](index=39&type=chunk) - The Sponsor and Cantor purchased an aggregate of **640,000** Placement Units at **$10.00** per unit in private placements[24](index=24&type=chunk)[26](index=26&type=chunk)[60](index=60&type=chunk) - The company pays an affiliate of the Sponsor **$15,000** per month for office space, utilities, and administrative support[68](index=68&type=chunk) - Underwriters are entitled to a deferred fee of **$7,700,000**, payable from the Trust Account only upon the completion of a Business Combination[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company reported **$720,234** net income from trust account interest, with **$873,508** cash for working capital - The company is a blank check company formed to effect a business combination and has not engaged in any operations or generated any revenues to date[92](index=92&type=chunk)[96](index=96&type=chunk) Q1 2019 Financial Results Summary | Item | Amount | | :--- | :--- | | Net Income | $720,234 | | Interest Income (Trust Account) | $1,299,931 | | Operating Costs | $317,211 | | Provision for Income Taxes | $262,486 | - Following its IPO and over-allotment exercise, a total of **$220,000,000** was placed in the Trust Account[101](index=101&type=chunk) - As of March 31, 2019, the company had **$873,508** in cash held outside the Trust Account for working capital purposes[98](index=98&type=chunk) - The Sponsor or its affiliates may loan the company up to **$1,500,000** for working capital, which may be convertible into units at **$10.00** per unit[106](index=106&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk is minimal due to short-term U.S. government treasury investments in the Trust Account, limiting interest rate exposure - The net proceeds from the IPO held in the Trust Account are invested in U.S. government treasury bills with a maturity of 180 days or less[112](index=112&type=chunk) - Due to the short-term nature of these investments, the company believes there is no material exposure to interest rate risk[112](index=112&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal controls during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2019[114](index=114&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[115](index=115&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company has no legal proceedings to report[118](index=118&type=chunk) [Risk Factors](index=27&type=page&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K were reported - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K[119](index=119&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported - None reported[120](index=120&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None reported[121](index=121&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[122](index=122&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) No other information was reported - None reported[123](index=123&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the 10-Q, including CEO/CFO certifications and XBRL data files - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and XBRL Instance Documents[126](index=126&type=chunk)
Grid Dynamics(GDYN) - 2018 Q4 - Annual Report
2019-03-20 20:11
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38685 CHASERG TECHNOLOGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 83-0632724 | | --- | --- ...