Business Combination (Q3) (Tables)

9 Months Ended

Sep. 30, 2021

Reverse Recapitalization [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 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 investors		200,000
Cash electing shares of Legacy Billtrust shareholders		(90,061	)
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 (in thousands):

	Number of Shares
Common Stock outstanding prior to Business Combination		25,000
South Mountain founder shares		5,500
Redemption of South Mountain shares		(2	)
Common stock of South Mountain		30,498
Shares issued from PIPE		20,000
Legacy Billtrust shareholders' shares purchased for cash		(9,006	)
Recapitalization shares		41,492
Legacy Billtrust stockholders' shares		103,774
Total Shares		145,266

Schedule of Contingent Consideration Liabilities

The following table is a reconciliation of the liability balance at the Closing Date and the changes therein for the nine months ended September 30, 2021 (in thousands):

	Earnout Shares			Sponsor Vesting Shares			Total
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	)
Ending balance, September 30, 2021	$	—		$	—		$	—

(1) Included in change in fair value of financial instruments and other income in the Condensed Consolidated Statements of Operations and Comprehensive Loss.