Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 18, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity File Number | 001-36788 | ||
Entity Registrant Name | Exela Technologies, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1347291 | ||
Entity Address, Address Line One | 2701 E. Grauwyler Rd. | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75061 | ||
City Area Code | 844 | ||
Local Phone Number | 935-2832 | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 per share | ||
Trading Symbol | XELA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 42,280,594 | ||
Entity Common Stock, Shares Outstanding | 58,968,599 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001620179 | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 68,221 | $ 6,198 |
Restricted cash | 2,088 | 7,901 |
Accounts receivable, net of allowance for doubtful accounts of $5,647 and $4,975, respectively | 206,868 | 261,400 |
Related party receivables and prepaid expenses | 711 | 716 |
Inventories, net | 14,314 | 19,047 |
Prepaid expenses and other current assets | 31,091 | 23,663 |
Total current assets | 323,293 | 318,925 |
Property, plant and equipment, net of accumulated depreciation of $193,760 and $176,995, respectively | 87,851 | 113,637 |
Operating lease right-of-use assets, net | 68,861 | 93,627 |
Goodwill | 359,781 | 359,771 |
Intangible assets, net | 292,664 | 342,443 |
Deferred income tax assets | 6,606 | 12,032 |
Other noncurrent assets | 18,723 | 17,889 |
Total assets | 1,157,779 | 1,258,324 |
Current liabilities | ||
Accounts payable | 76,027 | 86,167 |
Related party payables | 97 | 1,740 |
Income tax payable | 2,466 | 352 |
Accrued liabilities | 126,399 | 121,553 |
Accrued compensation and benefits | 63,467 | 48,574 |
Accrued interest | 48,769 | 48,769 |
Customer deposits | 21,277 | 27,765 |
Deferred revenue | 16,377 | 16,282 |
Obligation for claim payment | 29,328 | 39,156 |
Current portion of finance lease liabilities | 12,231 | 13,788 |
Current portion of operating lease liabilities | 18,349 | 25,345 |
Current portion of long-term debts | 39,952 | 36,490 |
Total current liabilities | 454,739 | 465,981 |
Long-term debt, net of current maturities | 1,498,004 | 1,398,385 |
Finance lease liabilities, net of current portion | 13,287 | 20,272 |
Pension liabilities, net | 35,515 | 25,681 |
Deferred income tax liabilities | 9,569 | 7,996 |
Long-term income tax liabilities | 2,759 | 2,806 |
Operating lease liabilities, net of current portion | 56,814 | 73,282 |
Other long-term liabilities | 13,624 | 6,962 |
Total liabilities | 2,084,311 | 2,001,365 |
Commitments and Contingencies (Note 14) | ||
Stockholders' equity (deficit) | ||
Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 51,693,931 shares issued and 49,242,225 shares outstanding at December 31, 2020 and 51,212,945 shares issued and 50,283,896 shares outstanding at December 31, 2019 | 15 | 15 |
Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 3,290,050 shares issued and outstanding at December 31, 2020 and 4,294,233 shares issued and outstanding at December 31, 2019 | 1 | 1 |
Additional paid in capital | 446,739 | 445,452 |
Less: Common Stock held in treasury, at cost; 2,451,706 shares at December 31, 2020 and 929,049 shares at December 31, 2019 | (10,949) | (10,949) |
Equity-based compensation | 52,183 | 49,336 |
Accumulated deficit | (1,390,038) | (1,211,508) |
Accumulated other comprehensive loss: | ||
Foreign currency translation adjustment | (7,419) | (7,329) |
Unrealized pension actuarial losses, net of tax | (17,064) | (8,059) |
Total accumulated other comprehensive loss | (24,483) | (15,388) |
Total stockholders' deficit | (926,532) | (743,041) |
Total liabilities and stockholders' deficit | $ 1,157,779 | $ 1,258,324 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 5,647 | $ 4,975 |
Accumulated depreciation | $ 193,760 | $ 176,995 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 51,693,931 | 51,212,945 |
Common stock, shares outstanding | 49,242,225 | 50,283,896 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 3,290,050 | 4,294,233 |
Preferred stock, shares outstanding | 3,290,050 | 4,294,233 |
Common stock held in treasury at cost (in shares) | 2,451,706 | 929,049 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Operations | ||||||||||||
Revenue | $ 314,109 | $ 305,280 | $ 307,722 | $ 365,451 | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 1,292,562 | $ 1,562,337 | $ 1,586,222 | |
Cost of revenue (exclusive of depreciation and amortization) | 254,995 | 234,222 | 241,788 | 292,539 | 314,858 | 295,445 | 303,831 | 310,601 | 1,023,544 | 1,224,735 | 1,213,403 | |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 45,879 | 42,837 | 47,014 | 50,374 | 49,678 | 48,347 | 51,162 | 49,677 | 186,104 | 198,864 | 184,908 | |
Depreciation and amortization | 25,826 | 22,095 | 22,847 | 23,185 | 24,421 | 25,079 | 24,779 | 26,624 | 93,953 | 100,903 | 138,077 | |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 349,557 | 48,127 | ||||||||
Related party expense | 1,324 | 1,360 | 1,146 | 1,551 | 1,742 | 1,430 | 5,331 | 998 | 5,381 | 9,501 | 12,403 | |
Operating loss | (13,915) | 4,766 | (5,073) | (2,198) | (249,512) | (93,914) | 5,746 | 16,457 | (16,420) | (321,223) | (10,696) | |
Other expense (income), net: | ||||||||||||
Interest expense, net | 44,238 | 43,612 | 44,440 | 41,588 | 43,216 | 40,573 | 39,959 | 39,701 | 173,878 | 163,449 | 155,991 | |
Debt modification and extinguishment costs | 9,589 | 1,404 | 9,589 | 1,404 | 1,067 | |||||||
Sundry expense (income), net | 98 | (434) | (899) | 1,082 | (600) | 165 | (1,311) | 2,715 | (153) | 969 | (3,271) | |
Other expense (income), net | 10,867 | (10,414) | (584) | (34,657) | 10,003 | 406 | 2,527 | 1,493 | (34,788) | 14,429 | (3,030) | |
Net loss before income taxes | (78,707) | (27,998) | (48,030) | (10,211) | (302,131) | (135,058) | (36,833) | (27,452) | (164,946) | (501,474) | (161,453) | |
Income tax expense | (10,144) | (320) | (661) | (2,459) | (1,953) | 3,769 | (4,738) | (4,720) | (13,584) | (7,642) | (8,353) | |
Net loss | (88,851) | (28,318) | (48,691) | (12,670) | (304,084) | (131,289) | (41,571) | (32,172) | (178,530) | (509,116) | (169,806) | |
Dividend equivalent on Series A Preferred Stock related to beneficial conversion feature | 0 | 0 | 0 | $ (16,400) | ||||||||
Cumulative dividends for Series A Preferred Stock | (915) | (976) | (858) | (597) | (884) | (914) | (914) | (1,309) | (3,309) | (3,655) | ||
Net loss attributable to common stockholders | $ (89,766) | $ (29,294) | $ (49,549) | $ (11,230) | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (179,839) | $ (512,425) | $ (173,461) | |
Loss per share - Basic and diluted (in dollars per share) | $ (1.82) | $ (0.60) | $ (1.01) | $ (0.23) | $ (6.27) | $ (2.72) | $ (0.88) | $ (0.68) | $ (3.66) | $ (10.55) | $ (3.52) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive Loss | |||
Net loss | $ (178,530) | $ (509,116) | $ (169,806) |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustments | (90) | (906) | (6,204) |
Unrealized pension actuarial gains (losses), net of tax | (9,005) | 1,242 | 1,753 |
Total other comprehensive loss, net of tax | $ (187,625) | $ (508,780) | $ (174,257) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock | Preferred Stock | Treasury Stock | Additional Paid in Capital | Equity-Based Compensation | Foreign Currency Translation Adjustment | Unrealized Pension Actuarial Losses, net of tax | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2017 | $ 15 | $ 1 | $ (249) | $ 445,452 | $ 34,085 | $ (219) | $ (11,054) | $ (519,827) | $ (51,796) |
Beginning balance (in shares) at Dec. 31, 2017 | 50,176,384 | 6,194,233 | 16,433 | ||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||
Net loss | (169,806) | (169,806) | |||||||
Equity-based compensation | 6,562 | 6,562 | |||||||
Foreign currency translation adjustment | (6,204) | (6,204) | |||||||
Net realized pension actuarial gains, net of tax | 1,753 | 1,753 | |||||||
RSU's exercised | 256 | 256 | |||||||
RSU's exercised (in shares) | 42,307 | ||||||||
Stock option expense | 828 | 828 | |||||||
Preferred shares converted to common shares (in shares) | 662,256 | (1,625,000) | |||||||
Shares repurchased | $ (10,093) | (10,093) | |||||||
Shares repurchased (in shares) | (833,295) | 833,295 | |||||||
Ending balance (ASU 2014-09) at Dec. 31, 2018 | (12,759) | (12,759) | |||||||
Ending balance at Dec. 31, 2018 | $ 15 | $ 1 | $ (10,342) | 445,452 | 41,731 | (6,423) | (9,301) | (702,392) | (241,259) |
Ending balance (in shares) at Dec. 31, 2018 | 50,047,652 | 4,569,233 | 849,728 | ||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||
Net loss | (509,116) | (509,116) | |||||||
Equity-based compensation | 7,828 | 7,828 | |||||||
Foreign currency translation adjustment | (906) | (906) | |||||||
Net realized pension actuarial gains, net of tax | 1,242 | 1,242 | |||||||
RSU's vested (in shares) | 203,494 | ||||||||
Withholding of employee taxes on vested RSUs | (223) | (223) | |||||||
Preferred shares converted to common shares (in shares) | 112,071 | (275,000) | |||||||
Shares repurchased | $ (607) | (607) | |||||||
Shares repurchased (in shares) | (79,321) | 79,321 | |||||||
Ending balance at Dec. 31, 2019 | $ 15 | $ 1 | $ (10,949) | 445,452 | 49,336 | (7,329) | (8,059) | (1,211,508) | (743,041) |
Ending balance (in shares) at Dec. 31, 2019 | 50,283,896 | 4,294,233 | 929,049 | ||||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||||
Net loss | (178,530) | (178,530) | |||||||
Equity-based compensation | 2,846 | 2,846 | |||||||
Foreign currency translation adjustment | (90) | (90) | |||||||
Net realized pension actuarial gains, net of tax | (9,005) | $ (9,005) | |||||||
RSU's vested (in shares) | 71,747 | ||||||||
Shares returned in connection with the Appraisal Action following repayment of Margin Loan (in shares) | (1,523,578) | 1,523,578 | |||||||
Preferred shares converted to common shares (in shares) | 409,238 | (1,004,183) | |||||||
Shares repurchased (in shares) | (929,049) | ||||||||
Settlement gain on related party payable to Ex-Sigma 2 | 1,287 | $ 1,287 | |||||||
Adjustment to number of shares withheld in lieu of tax obligation of RSU holders in the year 2018 | 921 | (921) | 3,433 | ||||||
Ending balance at Dec. 31, 2020 | $ 15 | $ 1 | $ (10,949) | $ 446,739 | $ 52,183 | $ (7,419) | $ (17,064) | $ (1,390,038) | $ (926,532) |
Ending balance (in shares) at Dec. 31, 2020 | 49,242,225 | 3,290,050 | 2,451,706 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (178,530) | $ (509,116) | $ (169,806) |
Adjustments to reconcile net loss | |||
Depreciation and amortization | 93,953 | 100,903 | 138,077 |
Original issue discount and debt issuance cost amortization | 15,117 | 11,777 | 10,913 |
Debt modification and extinguishment costs | 8,296 | 1,049 | 103 |
Impairment of goodwill and other intangible assets | 349,557 | 48,127 | |
Provision for doubtful accounts | 422 | 4,304 | 2,767 |
Deferred income tax provision | 7,940 | 1,093 | 3,220 |
Share-based compensation expense | 2,846 | 7,827 | 7,647 |
Unrealized foreign currency losses | (414) | (511) | (1,180) |
Loss (gain) on sale of assets | (43,338) | 556 | 2,687 |
Fair value adjustment for interest rate swap | (375) | 4,337 | (2,540) |
Change in operating assets and liabilities, net of effect from acquisitions | |||
Accounts receivable | 54,538 | 4,410 | (19,319) |
Prepaid expenses and other assets | (1,379) | (4,825) | (2,820) |
Accounts payable and accrued liabilities | 12,015 | (19,588) | 8,815 |
Related party payables | (353) | (14,339) | 918 |
Additions to outsource contract costs | (519) | (1,285) | (4,009) |
Net cash provided by (used in) operating activities | (29,781) | (63,851) | 23,600 |
Cash flows from investing activities | |||
Purchase of property, plant and equipment | (11,663) | (14,360) | (20,072) |
Additions to internally developed software | (3,825) | (6,182) | (7,438) |
Cash paid for acquisition, net of cash received | (12,500) | (5,000) | (34,810) |
Cash paid for earnouts | (700) | ||
Proceeds from sale of assets | 50,126 | 360 | 3,568 |
Net cash provided by (used in) investing activities | 21,438 | (25,182) | (58,752) |
Cash flows from financing activities | |||
Repurchases of Common Stock | (3,480) | (7,221) | |
Cash paid for equity issuance costs | (7,500) | ||
Borrowings under factoring arrangement and Securitization Facilities | 297,673 | 68,283 | |
Principal repayment on borrowings under factoring arrangement and Securitization Facilities | (203,841) | (64,976) | |
Cash paid for withholding taxes on vested RSUs | (7) | (223) | |
Lease terminations | (337) | (318) | (592) |
Cash paid for debt issuance costs | (16,205) | (7) | (130) |
Principal payments on finance lease obligations | (12,758) | (20,465) | (16,068) |
Borrowings from senior secured revolving facility | 29,750 | 206,500 | 30,000 |
Repayments on senior secured revolving facility | (14,200) | (141,500) | (30,000) |
Proceeds from senior secured term loans | 29,850 | 30,000 | |
Borrowings from other loans | 29,260 | 39,153 | 11,557 |
Principal repayments on senior secured term loans and other loans | (45,973) | (53,678) | (12,651) |
Net cash provided by (used in) financing activities | 63,362 | 59,139 | (2,605) |
Effect of exchange rates on cash | 1,191 | 139 | 122 |
Net decrease in cash and cash equivalents | 56,210 | (29,755) | (37,635) |
Cash, restricted cash, and cash equivalents | |||
Beginning of period | 14,099 | 43,854 | 81,489 |
End of period | 70,309 | 14,099 | 43,854 |
Supplemental cash flow data: | |||
Income tax payments, net of refunds received | 2,695 | 7,882 | 7,827 |
Interest paid | 152,678 | 144,456 | 146,076 |
Noncash investing and financing activities: | |||
Assets acquired through right-of-use arrangements | 4,372 | 10,732 | 14,920 |
Leasehold improvements funded by lessor | 1,565 | ||
Settlement gain on related party payable to Ex-Sigma 2 | 1,287 | ||
Accrued capital expenditures | $ 2,124 | $ 1,402 | $ 2,820 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Description of the Business | |
Description of the Business | 1. Description of the Business Organization Exela Technologies, Inc. (the “Company” or “Exela”) is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company provides mission-critical information and transaction processing solutions services to clients across three major industry verticals: (1) Information & Transaction Processing, (2) Healthcare Solutions, and (3) Legal and Loss Prevention Services. The Company manages information and document driven business processes and offers solutions and services to fulfill specialized knowledge-based processing and consulting requirements, enabling clients to concentrate on their core competencies. Through its outsourcing solutions, the Company enables businesses to streamline their internal and external communications and workflows. The Company was originally incorporated in Delaware on July 15, 2014 as a special purpose acquisition company under the name Quinpario Acquisition Corp 2 (“Quinpario”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Quinpario and one or more businesses or entities. On July 12, 2017 (the “Closing”), the Company consummated its business combination with SourceHOV Holdings, Inc. (“SourceHOV”) and Novitex Holdings, Inc. (“Novitex”) pursuant to the Business Combination Agreement, dated February 21, 2017, among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., SourceHOV, Novitex, HOVS LLC, HandsOn Fund 4 I, LLC and Novitex Parent, L.P., as amended (the “Novitex Business Combination”). In connection with the Closing, the Company changed its name from Quinpario Acquisition Corp 2 to Exela Technologies, Inc. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Novitex Business Combination, “Quinpario” refers to the Company prior to the closing of the Novitex Business Combination, “SourceHOV” refers to SourceHOV prior to the Novitex Business Combination or SourceHOV on a standalone basis and “Novitex” refers to Novitex prior to the Novitex Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements. Basis of Presentation The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Company’s variable interest in Ex-Sigma: hold the Exela shares to be issued to SourceHOV as merger consideration upon the closing of the Novitex Business Combination and to invest in Exela immediately prior to the closing. Ex-Sigma 2 secured additional PIPE financing in the form of a $55.8 million loan (the “Margin Loan”) that was used to purchase additional common and preferred shares from the Company to help meet the minimum cash requirements needed to close the Novitex Business Combination. As a result of these transactions, the Company issued 28,304,167 shares of Common Stock to Ex-Sigma 2 at the closing, which represented approximately 54.9% ownership in the Company at that time and were pledged as collateral for the Margin Loan. The Company determined that Ex-Sigma was a variable interest entity and that the Company had a variable interest in Ex-Sigma through an expense reimbursement arrangement related to the Margin Loan and contained in the Consent, Waiver and Amendment dated June 15, 2017 by and among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., Novitex, Novitex Parent, L.P., Ex-Sigma, HOVS LLC and HandsOnFund 4 I, LLC, amending the Novitex Business Combination Agreement (the “Consent, Waiver and Amendment”). The Consent, Waiver and Amendment provided among other things for the Company to reimburse Ex-Sigma for costs and fees related to the maintenance of the Margin Loan, other than payments of principal, interest and original issue discount. The Company was not the primary beneficiary because the Company did not have the power to direct the activities that most significantly impacted the economic performance of Ex-Sigma. Accordingly, the Company did not consolidate the financial statements of Ex-Sigma and did not have any assets or liabilities related to Ex-Sigma and the Company did not have an investment in Ex-Sigma. The Company reaffirmed its assessment as of December 31, 2020. Ex-Sigma 2 paid off the balance of the Margin Loan as of December 31, 2019, and as such the maximum exposure to loss as a result of the Company’s involvement with Ex-Sigma is $0. Ex-Sigma 2 distributed the shares held by it during the first quarter of 2020 and is no longer a shareholder of Exela. Ex-Sigma and Ex-Sigma 2 ceased to be variable interest entities upon the distribution that occurred on February 21, 2020. Use of Estimates in Preparation of the Financial Statements Estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition for multiple element arrangements, allowance for doubtful accounts, income taxes, depreciation, amortization, employee benefits, equity-based compensation, contingencies, goodwill, intangible assets, right of use assets and obligation, pension obligations, pension assets, fair value of assets and liabilities acquired in acquisitions, and asset and liability valuations. The Company regularly assesses these estimates and records changes in estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Reverse Stock Split On January 25, 2021, we effected a one Giving effect to the Reverse Split the Company’s issued outstanding December 31, 2020 2019 Going Concern Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Substantial Doubt Raised In performing the first step of the evaluation, we concluded that the following conditions raised substantial doubt about our ability to continue as a going concern: ● history of net losses of $178.5 million and $509.1 million for the years ended December 31, 2020 and 2019, respectively. This is after considering a gain of $35.5 million on the sale of SourceHOV Tax, LLC and a gain of $8.7 million on the sale of our physical record storage and logistics business each recognized during the year ended December 31, 2020, and including goodwill and other intangible asset impairment of $349.6 million, for the year ended December 31, 2019 ; ● net operating cash outflow of $29.8 million and $63.9 million in 2020 and 2019, respectively ; ● working capital deficits of $131.4 million as of December 31, 2020 and $147.1 million as of December 31, 2019 ; ● significant cash payments for interest on our long-term debt of $152.7 million in 2020 and a similar amount expected in 2021; ● a liability incurred of $60.7 million for the Appraisal Action (as described further in Note 14); ● a requirement that the Company maintain a minimum of $35.0 million in liquidity , at all times, to not be in default of the First Lien Credit Agreement, dated as of July 12, 2017, as amended and restated as of July 13, 2018 and as further amended and restated as of April 16, 2019 (the “Prior Credit Agreement” and as further amended and restated as of May 18, 2020, the “Credit Agreement”); and ● an adverse impact on the results of operations, financial condition and liquidity related to effect of COVID-19 pandemic. Furthermore, under the terms of each of the Prior Credit Agreement, and the Indenture and First Supplemental Indenture (collectively, the “Indenture”), dated July 12, 2017, the Company was required to deliver to its lenders and bondholders the December 31, 2019 audited financial statements by April 14, 2020, which the Company failed to do. Such failure was an event of default under the Prior Credit Agreement if not cured within 30 days of receiving a notice of default. The Company received such notice on April 15, 2020. Additionally, under the terms of the A/R Facility (as described in Note 5), the Company was required to furnish to each lender the December 31, 2019 audited financial statements by May 11, 2020, which the Company failed to do. On May 18, 2020, the Company amended the Prior Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. On May 21, 2020, the Company also amended the A/R Facility to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. The Company satisfied its delivery requirements with respect to its audited financial statements for December 31, 2019 on June 9, 2020 and its quarterly financial statement for the quarter ended March 31, 2020 on June 29, 2020. During the second quarter of 2020, both the Prior Credit Agreement and the A/R Facility were amended, as discussed further below in Consideration of Management’s Plans. Consideration of Management’s Plans In performing the second step of this assessment, we are required to evaluate whether it is probable that our plans will be effectively implemented within one year after the financial statements are issued and whether it is probable those plans will alleviate the substantial doubt raised about our ability to continue as a going concern. As of March 18, 2021, the Company had $54.1 million of liquidity, comprised of available cash of $34.4 million and availability under borrowing facilities of $19.7 million. This excludes an add back for certain fees, costs and expenses incurred by the Company relating to the Credit Agreement and the receivables financings of approximately $20.1 million which is otherwise permitted under the definition of minimum liquidity in the Credit Agreement. The Company has undertaken the following plans and actions, since substantial doubt about our ability to continue as a going concern was initially raised in the December 31, 2019 financial statements, to improve our available cash balances, liquidity and cash generated flows from operations, over the twelve month period from the date the financial statements are issued, as follows: ● On January 10, 2020, certain subsidiaries of the Company entered into a $160.0 million accounts receivables financing facility with a five-year term (as amended, the “A/R Facility”). The Company used the proceeds of the initial borrowings to repay outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. No amounts are outstanding under this facility. ● On March 16, 2020, the Company and its indirect wholly owned subsidiaries, Merco Holdings, LLC and SourceHOV Tax, LLC entered into a Membership Interest Purchase Agreement with Gainline Source Intermediate Holdings LLC at which time Gainline Source Intermediate Holdings LLC acquired all of the outstanding membership interests of SourceHov Tax for $40.0 million, which was adjusted downwards by $2.0 million in accordance with the purchase agreement, which can be used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in our business or to make certain investments and acquisitions as permitted by the Credit Agreement. ● On March 23, 2020, in response to the potential impact of the COVID-19 pandemic, the Company implemented a freeze on increases to base salaries and wages unless contractually mandated. Additionally, in connection with the incentive program administered by the Company for hourly, non-exempt employees, a new maximum was put in place to limit the amount of incentives that could be earned in any given two (2) week pay period. ● On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. 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 and technical corrections to tax depreciation methods for qualified improvement property. The refundable payroll tax credits and deferment of employer side social security payments provisions of the CARES Act will benefit the Company’s liquidity by $27.9 million. The Company is required to remit previously deferred employer side social security payments in two equal installments, due December 31, 2021 and December 31, 2022, respectively. ● On May 18, 2020, the Company amended the Prior Credit Agreement, which requires the Company to maintain a minimum liquidity of $35.0 million. However, the definition of minimum liquidity in the Credit Agreement allows the Company to add back certain fees, costs and expenses incurred by the Company relating to the Credit Agreement and the receivables financings of approximately $19.2 million. ● On July 22, 2020 the Company completed the sale of its physical records storage and logistics business for a purchase price of $12.3 million, which can be used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in our business or to make certain investments and acquisitions as permitted by the Credit Agreement. ● On December 17, 2020, certain subsidiaries of the Company closed on a $145.0 million securitization facility (the “Securitization Facility”) with a five year term. Borrowings under the Securitization Facility are subject to an improved borrowing base definition that consists of receivables and, subject to contribution, further supported by inventory and intellectual property, in each case, subject to certain eligibility criteria, concentration limits and reserves. On December 17, 2020 the Company made the initial borrowing of approximately $92.0 million under the Securitization Facility and used a portion of the proceeds to repay the A/R Facility, which terminated on such date. ● In December 2020, the Company decided to close one of its production facilities. It also limited discretionary bonus payments to certain corporate and production personnel. In January 2021, the Company completed a furlough program mostly impacting corporate positions. These initiatives are expected to result in costs saving of $32.5 million through March 31, 2022. ● On March 15, 2021, the Company completed a private placement of common stock and warrants. The net proceeds to the Company were $25.2 million. Substantial Doubt Alleviated The Company has had a history of negative trends in its financial condition and operating results as well as recent noncompliance with covenants with certain of its lenders. However, despite these conditions, the Company believes management’s plans and actions to date, as described fully above, will provide sufficient liquidity to meet its financial obligations and further, maintain levels of liquidity as specifically required under the Credit Agreement and the Securitization Facility. Therefore, management concluded these plans alleviate the substantial doubt that was raised about our ability to continue as a going concern for at least twelve months from the date that the financial statements were issued. Future Plans and Other Considerations The Securitization Facility provides for an initial funding of approximately $92.0 million supported by the receivables portion of the borrowing base and, subject to contribution, a further funding of approximately $53.0 million supported by inventory and intellectual property. Our plans to further enhance liquidity, which were not considered for the purposes of our assessment of whether substantial doubt is alleviated, include the potential sale of certain non-core assets that are not central to the Company’s long-term strategic vision, and any potential action with respect to these operations would be intended to allow the Company to better focus on its core businesses. The Company has retained financial advisors to assist with the sale of select assets. The Company expects to use the potential net proceeds from this initiative for the paydown of debt. Additionally, as discussed in Note 14, the petitioners in the Appraisal Action have filed additional actions to recognize the judgment against SourceHOV, which is a subsidiary without assets to satisfy the judgement. The Company does not expect these actions to be resolved and a settlement of liability recorded for the Appraisal Action to be made within twelve months from the date the financial statements were issued. Our plans are subject to inherent risks and uncertainties, which become significantly magnified when the effects of the current pandemic and related financial uncertainty are included in the assessment. Accordingly, there can be no assurance that our future plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. Impact of COVID-19 Our global operations continue to expose us to risks associated with the coronavirus pandemic (“COVID-19”), which continues to result in challenging operating environments and has affected almost all of the countries and territories in which we operate. Authorities across the world have implemented measures like travel bans, quarantines, curfews, restrictions on public gatherings, shelter in place orders, business shutdowns and closures to control the spread of COVID-19. These measures, alongside the virus itself, have impacted, and we expect will continue to impact, us, our customers, suppliers and other third parties with whom we do business, as well as the global economy, demand for our services and spending across many sectors, as a whole. While some jurisdictions have now started to implement plans for reopening, there are others which had to return to restrictions due to increased spread of COVID-19. The Company is dependent on its workforce to deliver its solutions and services. While we have developed and implemented health and safety protocols, business continuity plans and crisis management protocols in an effort to try to mitigate the negative impact of COVID-19, restrictions such as shutdowns, social distancing and stay-at-home orders in various jurisdictions have impacted and will continue to impact the Company’s ability to deploy its workforce effectively. A part of our workforce has now started to operate from offices and delivery centers, but many are still operating in a remote work environment. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and the extent to which COVID-19 will ultimately impact the Company’s business depends upon various dynamic factors which are difficult to be predicted reliably. Management continues to actively monitor the global situation and its impact on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the continuous evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to fully estimate adverse effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity. Segment Reporting The Company consists of the following three segments: 1. Information & Transaction Processing Solutions (“ITPS”). 2. Healthcare Solutions (“HS”). 3. Legal and Loss Prevention Services (“LLPS”). Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments with original maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. The Company holds cash and cash equivalents at major financial institutions, which often exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to bank depository concentration. Certificates of deposit and fixed deposits whose original maturity is greater than three months and one year or less are classified as short-term investments, and certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assets in the consolidated balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appear in the investing section of the consolidated statements of cash flows. Obligation for Claim Payment As part of the Company's legal claims processing service, the Company holds cash for various settlement funds once the fund is in the wind down stage and claims have been paid. The cash is used to pay tax obligations and other liabilities of the settlement funds. The Company has recorded a liability for the settlement funds received, which is included in Obligation for claim payment in the consolidated balance sheets, of $29.3 million and $39.1 million at December 31, 2020 and 2019, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoice amount less an estimate made for doubtful accounts. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Company specifically analyzes accounts receivable and historical bad debts, customer credit-worthiness, current economic trends, and changes in customer payment terms and collection trends when evaluating the adequacy of its allowance for doubtful accounts. The Company writes off accounts receivable balances against the allowance for doubtful accounts, net of any amounts recorded in deferred revenue, when it becomes probable that the receivable will not be collected. Inventories Our inventories primarily include heavy-duty scanners and related parts, toner, paper stock, envelopes and postage supplies. Inventories are stated at the lower of cost or net realizable values and include the cost of raw materials, labor, and purchased subassemblies. Cost is determined using the weighted average method. Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method (which approximates the use of the assets) over the estimated useful lives of the assets. When these assets are sold or otherwise disposed of, the asset and related depreciation is relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. Repair and maintenance costs are expensed as incurred. Intangible Assets Customer Relationships Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 Trade Names The Company has determined that its trade name intangible assets are indefinite-lived assets and therefore are not subject to amortization. Trade names are tested for impairment as per the Company’s policy for impairment of indefinite-lived assets. Trademarks The Company has determined that its trademark intangible assets resulting from acquisitions are definite-lived assets and therefore are subject to amortization. The Company amortizes such trademarks on a straight-line basis over the estimated useful life, which is typically one year. As of December 31, 2020 these trademarks were fully amortized. Developed Technology The Company has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Company in providing solutions to customers and is recorded as an intangible asset. The Company amortizes developed technology on a straight-line basis over the estimated useful life, which is typically 5 to 8.5 years. Capitalized Software Costs The Company capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed Intangibles—Goodwill and Other— Internal-Use Software 3 Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight-line basis over the estimated contract term. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment activities and can be separated into two principal categories: contract commissions and set-up/fulfillment costs. Contract fulfillment costs are capitalized only if they are directly attributable to a specifically anticipated future contract; represent the enhancement of resources that will be used in satisfying a future performance obligation (the services under the anticipated contract); and are expected to be recovered. Non-compete Agreements The Company acquired certain non-compete agreements in connection with the Novitex Business Combination. These were related to four Novitex executives that were terminated following the acquisition. As of December 31, 2020 these agreements were fully amortized. Assembled Workforce The Company acquired an assembled workforce in an asset purchase transaction in the fourth quarter of 2018. The Company recognized an intangible asset for the acquired assembled workforce and amortizes the asset on a straight-line basis over the estimated useful life of four years Impairment of Indefinite-Lived Assets The Company conducts its annual indefinite-lived assets impairment tests on October 1st of each year for its indefinite-lived assets, or more frequently if indicators of impairment exist. When performing the impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. A quantitative assessment requires comparison of fair value of the asset to its carrying value. If carrying value of the indefinite-lived assets exceeds fair value, the Company recognizes an impairment loss by an amount which is equal to the excess of carrying value over fair value. The Company utilizes the Income Approach, specifically the Relief-from-Royalty method, which has the basic tenet that a user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of trade names. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including finite-lived trade names, trademarks, customer relationships, developed technology, capitalized software costs, outsourced contract costs, acquired software, workforce, and property, plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows based in part on the financial results and the expectation of future performance. The Company did not record any material impairment related to its property, plant, and equipment, customer relationships, trademarks, developed technology, capitalized software cost, assembled workforce or outsourced contract costs for the years ended December 31, 2020, 2019, and 2018. Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company's reporting units are at the operating segment level, which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Company conducts its annual goodwill impairment tests on October 1st of each year, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. If a qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would be required to perform a quantitative impairment analysis for goodwill. The quantitative analysis requires a comparison of fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company uses a combination of the Guideline Public Company Method of the Market Approach and the Discounted Cash Flow Method of the Income Approach to determine the reporting unit fair value. Refer to Note 9- Intangible Assets and Goodwill Derivative Instruments and Hedging Activities As required by ASC 815— Derivatives and Hedging The Company's objective in using interest rate derivatives is to manage its exposure to variable interest rates related to its term loan under the Credit Agreement. In order to accomplish this objective, in November 2017, the Company entered into a three year, one-month LIBOR interest rate contract with a notional amount of $347.8 million. The contract will mitigate the variable interest rate risk related to the LIBOR with a fixed interest rate paid semi-annually starting January 12, 2018. The following table summarizes the Company’s interest rate swap positions as of December 31, 2020: December 31, 2020 Effective Maturity (In Millions) Weighted Average date date Notional Amount Interest Rate 1/12/2018 1/12/2021 $ 328.1 1.9275 % The interest rate swap, which is used to manage the Company's exposure to interest rate movements and other identified risks, was not designated as a hedge. As such, the change in the fair value of the derivative is recorded directly in other income (expense), net. Other income (expense), net includes a gain of $0.4 million and a loss of $4.3 million related to the change in fair value of the interest rate swap for the years ended December 31, 2020 and 2019, respectively. Fair value of interest rate swap is recorded in the accrued liabilities on the consolidated balance sheet. Benefit Plan Accruals The Company has defined benefit plans in the U.K and Germany, under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Company records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. Leases The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheet. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company's consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement |
Sale of Non-Core Assets
Sale of Non-Core Assets | 12 Months Ended |
Dec. 31, 2020 | |
Sale of Non-Core Assets | |
Sale of Non-Core Assets | 3. Sale of Non-Core Assets On March 16, 2020, the Company and its indirect wholly owned subsidiaries, Merco Holdings, LLC and SourceHOV Tax, LLC entered into a Membership Interest Purchase Agreement with Gainline Source Intermediate Holdings LLC at which time Gainline Source Intermediate Holdings LLC acquired all of the outstanding membership interests of SourceHov Tax, LLC for $40.0 million subject to adjustment as set forth in the purchase agreement. The Company recognized a gain of $35.5 million on the sale of SourceHOV Tax, LLC during the first quarter of 2020, which takes into account approximately $2.0 million downwards adjustments to the purchase price in accordance with the purchase agreement. The gain on sale of SourceHOV Tax, LLC is included in Other expense (income), net in the consolidated statements of operations for the year ended December 31, 2020. On July 22, 2020, the Company completed the sale of its physical records storage and logistics business for a purchase price of $12.3 million. The Company recognized a gain of $8.7 million on the sale of physical records storage and logistics business during the third quarter of 2020. The gain on sale of physical records storage and logistics business is included in Other expense (income), net in the consolidated statements of operations for the year ended December 31, 2020. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventories | |
Inventories | 4. Inventories Inventories, net consist of the following: December 31, 2020 2019 Work in process $ 961 $ 1,903 Finished goods 12,312 14,914 Supplies and parts 5,473 6,491 Less: Allowance for obsolescence (4,432) (4,261) 14,314 19,047 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable. | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable, net consist of the following: December 31, 2020 2019 Billed receivables $ 179,696 $ 222,168 Unbilled receivables 23,210 34,135 Other 9,609 10,072 Less: Allowance for doubtful accounts (5,647) (4,975) $ 206,868 $ 261,400 Unbilled receivables represent balances recognized as revenue that have not been billed to the customer. The Company’s allowance for doubtful accounts is based on a policy developed by historical experience and management judgment. Adjustments to the allowance for doubtful accounts may occur based on market conditions or specific client circumstances. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2020 2019 Prepaids $ 30,459 $ 23,243 Deposits 632 420 $ 31,091 $ 23,663 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | 7. Leases Company leases numerous facilities worldwide with larger concentrations of space in Texas, Michigan, Connecticut, California, India, Mexico, the Philippines, and China. Company’s facilities house general offices, sales offices, service locations, and production facilities. Substantially all of Company’s operations facilities are leased under long-term leases with varying expiration dates, except for the few owned locations. The Company regular obtains various machinery, equipment, vehicles and furniture on leases. The machinery and equipment leases mainly include leasing of computers, servers, other IT equipment, mailing system, production equipment, generators, office equipment, printers, copiers and miscellaneous warehouse equipment. Company’s ROU assets and lease liabilities as of December 31, 2020 recorded on the consolidated balance sheet are as follows: December 31, December 31, 2020 2019 Balance sheet location: Operating Lease Operating lease right-of-use assets, net $ 68,861 $ 93,627 Current portion of operating lease liabilities 18,349 25,345 Operating lease liabilities, net of current portion 56,814 73,282 Finance Lease Finance lease right-of-use assets, net (included in property, plant and equipment, net) 17,164 30,835 Current portion of finance lease liabilities 12,231 13,788 Finance lease liabilities, net of current portion 13,287 20,272 Supplemental balance sheet information related to leases is as follows: December 31, December 31, 2020 2019 Weighted-average remaining lease term Operating leases 4.8 Years 4.8 Years Finance leases 3.7 Years 3.2 Years Weighted-average discount rate Operating leases 11.9% 10.5% Finance leases 10.7% 9.1% The interest on financing lease liabilities was $2.6 million and $3.3 million for the year ended December 31, 2020 and 2019, respectively. The amortization expense on finance lease right-of-use assets was $12.8 million and $15.1 million for the year ended December 31, 2020 and 2019, respectively. Maturities of finance and operating lease liabilities based on lease term for the next five years are as follows: Finance Operating Leases Leases 2021 $ 14,339 $ 25,733 2022 6,569 21,800 2023 3,700 15,944 2024 3,276 12,412 2025 2,061 8,648 2026 and thereafter — 15,297 Total lease payments 29,945 99,834 Less: Imputed interest (4,427) (24,671) Present value of lease liabilities $ 25,518 $ 75,163 Consolidated rental expense for all operating leases was $69.1 million, $77.3 million, and $83.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. The following table summarizes the cash paid and related right-of-use operating finance or operating lease recognized for the year ended December 31, 2020. Year Ended Year Ended December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 34,193 $ 50,398 Financing cash flows from finance leases 12,925 20,860 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 23,644 19,127 Finance leases 4,372 10,731 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment, Net | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following: Estimated Useful Lives December 31, (in Years) 2020 2019 Land N/A $ 6,903 $ 6,884 Buildings and improvements 7 – 40 20,688 20,288 Leasehold improvements Shorter of life of improvement or lease term 39,797 47,036 Vehicles 5 – 7 337 531 Machinery and equipment 5 – 15 22,991 28,489 Computer equipment and software 3 – 8 99,434 92,500 Furniture and fixtures 5 – 15 8,599 9,440 Finance lease right-of-use assets Shorter of life of the asset or lease term 82,862 85,464 281,611 290,632 Less: Accumulated depreciation and amortization (193,760) (176,995) Property, plant and equipment, net $ 87,851 $ 113,637 Depreciation expense related to property, plant and equipment was $39.2 million, $41.4 million, and $43.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Intangibles Assets and Goodwill | |
Intangibles Assets and Goodwill | 9. Intangible Assets and Goodwill Intangibles Intangible assets are stated at cost or acquisition-date fair value less amortization and impairment and consist of the following: Weighted Average December 31, 2020 Remaining Useful Life Gross Carrying Accumulated Intangible (in Years) Amount (a) Amortization Asset, net Customer relationships 10.2 $ 508,485 $ (278,306) $ 230,179 Developed technology 3.4 88,553 (87,111) 1,442 Trade names (b) Indefinite-lived 8,400 (3,100) 5,300 Outsource contract costs 3.3 16,331 (13,036) 3,295 Internally developed software 3.7 47,182 (20,152) 27,030 Assembled workforce 2 4,473 (2,237) 2,236 Purchased software 13 26,749 (3,567) 23,182 Intangibles, net $ 700,173 $ (407,509) $ 292,664 Weighted Average December 31, 2019 Remaining Useful Life Gross Carrying Accumulated Intangible (in Years) Amount (a) Amortization Asset, net Customer relationships 10.9 $ 508,074 $ (237,313) $ 270,761 Developed technology 4.3 89,053 (87,109) 1,944 Trade names (b) Indefinite-lived 8,400 (3,100) 5,300 Outsource contract costs 3.3 16,726 (11,749) 4,977 Internally developed software 4.2 43,261 (12,129) 31,132 Trademarks 1 23,378 (23,370) 8 Assembled workforce 3 4,473 (1,118) 3,355 Purchased software 14 26,749 (1,783) 24,966 Intangibles, net $ 720,114 $ (377,671) $ 342,443 (a) Amounts include intangibles acquired in business combinations and asset acquisitions . (b) The carrying amount of trade names for 2020 and 2019 is net of accumulated impairment losses of $44.1 million, of which $1.0 million was recognized in 2019. Carrying amount of $5.3 million as at December 31, 2020 represents indefinite-lived intangible asset. In connection with the completion of the annual impairment test as of October 1, 2020, the Company recorded no impairment During the third quarter of 2019, the Company made an evaluation based on factors such as changes in the Company’s growth rate and recent trends in the Company’s market capitalization, and concluded that a triggering event for an interim impairment analysis had occurred. As part of the assessment, it was determined that the increase in the discount rate applied in the valuation was required to reflect current market dynamics and company-specific risk. This higher discount rate, in conjunction with revised long-term projections, resulted in lower than previously projected long-term future cash flows for the reporting units which reduced the estimated fair value to below carrying value. As a result of the interim impairment assessment in the third quarter, the Company recorded an impairment charge to goodwill and trade names of $96.2 million and $1.0 million, respectively. The Company did not update its analysis for purposes of the annual impairment test as of October 1, 2019 as the measurement date of the impairment test performed during the quarter-ended September 30, 2019 was one day from the annual impairment test date. Additionally, later during the fourth quarter of 2019, the Company conducted its annual budgeting process along with an update to its long-range plan. Following the completion of that process, the Company made an evaluation based on factors such as changes in the Company’s growth rate and recent trends in the Company’s market capitalization, concluding that a second triggering event for an impairment analysis had occurred. Revised long-term projections coupled with a decline in the market capitalization, resulted in lower than previously projected long-term future cash flows for the reporting units which reduced the estimated fair value to below carrying value. Accordingly, we performed another quantitative impairment test as of December 31, 2019, resulting in an additional impairment charge of $252.4 million to goodwill. Therefore, as a result of these two interim impairment assessments in the third and fourth quarters of 2019, impairment charges totaling $348.6 million and $1.0 million were recorded to goodwill and trade names, respectively, for the year ended December 31, 2019. Accumulated impairment losses on goodwill were $560.9 million as at December 31, 2020 and 2019. The impairment charges are included within Impairment of goodwill and other intangible assets in the consolidated statements of operations. Aggregate amortization expense related to intangibles was $54.7 million, $59.3 million, and $94.9 million for the years ended December 31, 2020, 2019, and 2018, respectively. Estimated intangibles amortization expense for the next five years and thereafter consists of the following: Estimated Amortization Expense 2021 $ 51,120 2022 46,627 2023 38,108 2024 30,528 2025 23,106 Thereafter 98,237 $ 287,726 Goodwill Goodwill by reporting segment consists of the following: Balances as at January 1, 2019 (a) Additions Impairments Currency Translation Adjustments Balances as at December 31, 2019 (a) ITPS $ 571,575 $ — $ (317,525) $ 70 $ 254,120 HS 86,786 — — — 86,786 LLPS 49,897 — (31,032) — 18,865 Total $ 708,258 $ — $ (348,557) $ 70 $ 359,771 Balances as at January 1, 2020 (a) Additions Impairments Currency Translation Adjustments Balances as at December 31, 2020 (a) ITPS 254,120 — — 10 254,130 HS 86,786 — — — 86,786 LLPS 18,865 — — — 18,865 Total $ 359,771 $ — $ — $ 10 $ 359,781 (a) The goodwill amount for all periods presented is net of accumulated impairment amount as at December 31, 2018. Accumulated impairment is $212.3 million relating to LLPS as at December 31, 2018 and $317.5 million and $243.4 relating to ITPS and LLPS, respectively, as at December 31, 2020. ITPS and HS reporting segments had negative equity and LLPS reporting segment had positive equity as at October 1, 2020, the date of the annual impairment test. |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities and Other Long-Term Liabilities | |
Accrued Liabilities and Other Long-Term Liabilities | 10. Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities consist of the following: December 31, 2020 2019 Accrued taxes (exclusive of income taxes) $ 12,953 $ 9,608 Accrued lease exit obligations 270 1,127 Accrued professional and legal fees 33,897 33,421 Accrued appraisal action liability 60,654 56,412 Accrued legal reserve for pending litigation 15,146 5,669 Accrued transaction costs 2,739 2,250 Other accruals 740 13,066 $ 126,399 $ 121,553 Other Long-term liabilities consist of the following: December 31, 2020 2019 Deferred revenue $ 542 $ 339 Accrued rent 449 669 Accrued lease exit obligations 195 136 Accrued compensation expense 1,897 2,075 Cares Act payroll tax deferrals 7,183 — Other 3,358 3,743 $ 13,624 $ 6,962 |
Long-Term Debt and Credit Facil
Long-Term Debt and Credit Facilities | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt and Credit Facilities | |
Long-Term Debt and Credit Facilities | 11. Long-Term Debt and Credit Facilities Senior Secured Notes On July 12, 2017, the Company issued $1.0 billion in aggregate principal amount of 10.0% First Priority Senior Secured Notes due 2023 (the “Notes”). The Notes are guaranteed by certain subsidiaries of the Company. The Notes bear interest at a rate of 10.0% per year. The Company pays interest on the Notes on January 15 and July 15 of each year, commencing on January 15, 2018. The Notes will mature on July 15, 2023. As of December 31, 2020, the Company was in compliance with all covenants required under the Notes. Senior Credit Facilities On July 12, 2017, the Company entered into a First Lien Credit Agreement with Royal Bank of Canada, Credit Suisse AG, Cayman Islands Branch, Natixis, New York Branch and KKR Corporate Lending LLC providing Exela Intermediate LLC, a wholly owned subsidiary of the Company, upon the terms and subject to the conditions set forth in the Credit Agreement, (i) a $350.0 million senior secured term loan maturing July 12, 2023 with an original issue discount (“OID”) of $7.0 million, and (ii) a $100.0 million senior secured revolving facility maturing July 12, 2022. As of December 31, 2020 and December 31, 2019, the Company had outstanding irrevocable letters of credit totaling approximately $19.5 million and $20.6 million, respectively, under the senior secured revolving facility. The Credit Agreement provided for the following interest rates for borrowings under the senior secured term facility and senior secured revolving facility: at the Company’s option, either (1) an adjusted LIBOR, subject to a 1.0% floor in the case of term loans, or (2) a base rate, in each case plus an applicable margin. The initial applicable margin for the senior secured term facility was 7.5% with respect to LIBOR borrowings and 6.5% with respect to base rate borrowings. The initial applicable margin for the senior secured revolving facility was 7.0% with respect to LIBOR borrowings and 6.0% with respect to base rate borrowings. The applicable margin for borrowings under the senior secured revolving facility is subject to step-downs based on leverage ratios. The senior secured term loan is subject to amortization payments, commencing on the last day of the first full fiscal quarter of the Company following the closing date, of 0.6% of the aggregate principal amount for each of the first eight payments and 1.3 % of the aggregate principal amount for payments thereafter, with any balance due at maturity. Term Loan Repricing On July 13, 2018, Exela successfully repriced the $343.4 million of term loans outstanding under its senior secured credit facilities (the “Repricing”). The Repricing was accomplished pursuant to a First Amendment to the First Lien Credit Agreement (the “First Amendment”), dated as of July 13, 2018, by and among the Company’s subsidiaries Exela Intermediate Holdings LLC, Exela Intermediate, LLC, each “Subsidiary Loan Party” listed on the signature pages thereto, Royal Bank of Canada, as administrative agent, and each of the lenders party thereto, whereby the Company borrowed $343.4 million of refinancing term loans (the “Repricing Term Loans”) to refinance the Company’s existing senior secured term loans. In accordance with ASC 470 – Debt – Modifications and Extinguishments, The Repricing Term Loans will bear interest at a rate per annum of, at the Company’s option, either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.0% floor, or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.5%, (ii) the prime rate and (iii) the one-month adjusted LIBOR plus 1.0%, in each case plus an applicable margin of 6.5% for LIBOR loans and 5.5% for base rate loans. The interest rates applicable to the Repricing Term Loans are 100 basis points lower than the interest rates applicable to the existing senior secured term loans that were incurred on July 12, 2017 pursuant to the Credit Agreement. The Repricing Term Loans will mature on July 12, 2023, the same maturity date as the prior senior secured term loans. 2018 Incremental Term Loans On July 13, 2018, the Company successfully borrowed an additional $30.0 million pursuant to incremental term loans (the “Incremental Term Loans”) under the First Amendment. The proceeds of the Incremental Term Loans may be used by the Company for general corporate purposes and to pay fees and expenses in connection with the First Amendment. The interest rates applicable to the Incremental Term Loans are the same as those for the Repricing Term Loans. The Company may voluntarily repay the Repricing Term Loans and the Incremental Term Loans (collectively, the “Term Loans”) at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to LIBOR rate loans. Other than as described above, the terms, conditions and covenants applicable to the Repricing Term Loans and the Incremental Term Loans are consistent with the terms, conditions and covenants that were applicable to the existing senior secured loans under the Credit Agreement. The Repricing and issuance of the Incremental Term Loans resulted in a partial debt extinguishment, for which Exela recognized $1.1 million in debt extinguishment costs in the year ended December 31, 2018. 2019 Incremental Term Loan On April 16, 2019, the Company successfully borrowed an additional $30.0 million pursuant to incremental term loans (the “2019 Incremental Term Loans”) under the Second Amendment to First Lien Credit Agreement (the “Second Amendment”). The proceeds of the 2019 Incremental Term Loans were used to replace the cash spent for acquisitions, pay related fees, expenses and related borrowings and for general corporate purposes. The 2019 Incremental Term Loans will bear interest at a rate per annum that is the same as the Company’s Repricing Term Loans under the senior credit facility. The 2019 Incremental Term Loans will mature on July 12, 2023, the same maturity date as the Term Loans. The Company may voluntarily repay the 2019 Incremental Term Loans at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to LIBOR rate loans. Other than as described above, the terms, conditions and covenants applicable to the 2019 Incremental Term Loans are consistent with the terms, conditions and covenants that are applicable to the Repricing Term Loans and 2018 Incremental Term Loans under the Credit Agreement. The Repricing and issuance of the 2018 and 2019 Incremental Term Loans resulted in a partial debt extinguishment, for which Exela recognized $1.4 million in debt extinguishment costs during the year ended December 31, 2019. Third Amendment On May 18, 2020, the Company amended the Prior Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. Upon the Company’s delivery of the annual and quarterly financial statements described above within the time frames stated therein (which the Company satisfied during the month of June 2020), the Company became in compliance with the Credit Agreement, with respect to the financial statement delivery requirements set forth therein. Pursuant to the amendment, the Company also amended the Prior Credit Agreement to, among other things: restrict the borrower and its subsidiaries’ ability to designate or invest in unrestricted subsidiaries; incur certain debt; create certain liens; make certain investments; pay certain dividends or other distributions on account of its equity interests; make certain asset sales or other dispositions (or utilize the proceeds of certain asset sales to reinvest in the business); or enter into certain affiliate transactions pursuant to the negative covenants under the Credit Agreement. Further, pursuant to the amendment, the borrower under the Credit Agreement is also required to maintain a minimum Liquidity (as defined in the amendment) of $35.0 million. In connection with this amendment, the Company paid a forbearance fee of $5 million to the consenting lenders. The Company concluded that the amendment represents modification of debt under ASC 470-50. Accordingly, the forbearance fee paid was added to unamortized debt issuance cost which shall be amortized using updated effective interest rate based on modified cash flows. As of December 31, 2020, the Company was in compliance with all covenants required under these senior credit facilities. Securitization Facilities On January 10, 2020, certain subsidiaries of the Company entered into the $160.0 million A/R Facility with a five year term. In the A/R Facility, (i) Exela Receivables 1, LLC (the “A/R Borrower”), a wholly-owned indirect subsidiary of the Company, entered into a Loan and Security Agreement (the “A/R Loan Agreement”), dated as of January 10, 2020, with TPG Specialty Lending, Inc., as administrative agent (the “A/R Administrative Agent”), PNC Bank National Association, as LC Bank (the “A/R LC Bank”), the lenders (each, an “A/R Lender” and collectively the “A/R Lenders”) and the Company, as initial servicer, pursuant to which the A/R Lenders made loans (the “A/R Loan”) to the A/R Borrower used to purchase certain receivables and related assets from its sole member, Exela Receivables Holdco, LLC (the “A/R Parent SPE”), a wholly-owned indirect subsidiary of the Company, (ii) sixteen other indirect, wholly-owned U.S. subsidiaries of the Company (collectively, the “A/R Originators”) sold or contributed to the A/R Parent SPE certain receivables and related assets in consideration for a combination of cash, equity in the A/R Parent SPE and/or letters of credit issued by the A/R LC Bank to the A/R Originators; and (iii) the A/R Parent SPE sold or contributed to the Borrower certain receivables and related assets in consideration for a combination of cash, equity in the A/R Borrower and/or letters of credit issued by the LC Bank to the beneficiaries elected by A/R Parent SPE. The Company used the proceeds of the initial borrowings under the A/R Facility to repay outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. The A/R Borrower and A/R Parent SPE were formed in December 2019, and are identified as variable interest entities (“VIEs”) and consolidated into the Company’s financial statements following variable interest entities (“VIE”) consolidation model under ASC 810. The A/R Borrower and A/R Parent SPE are bankruptcy remote entities and as such their assets are not available to creditors of the Company or any of its subsidiaries. Since January 10, 2020, the parties amended and waived the A/R Facility several times to address contractually, the occurrence of certain events, including among other things, the delay in delivery of annual financial statements for the fiscal year ended 2019, financial statements for the quarter ended March 31, 2020, and the Initial Servicer’s Liquidity (as defined in the A/R Facility) falling below $60.0 million. In connection with these amendments a forbearance fee of $4.8 million was due and added to the outstanding principal balance of the loans. The Company concluded that the amendment represented modification of debt under ASC 470-50. Accordingly, the forbearance fee paid was added to unamortized debt issuance cost and amortized ratably over the remaining term of the A/R facility. Each loan under the A/R Facility originally bore interest on the unpaid principal amount as follows: (1) if a Base Rate Loan, at 3.75% plus a rate equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, (c) the Adjusted LIBOR Rate (calculated based upon an Interest Period of one month and determined on a daily basis) plus 1.00%, and (d) 4.50% per annum and (2) if a LIBOR Rate Loan, 4.75% plus a floating LIBOR Rate with a 1.00% LIBOR floor. In connection with the above described amendments to the A/R Facility, the applicable margin of the Base Rate Loans was increased to 5.75% and the LIBOR Rate Loans was increased to 6.75%. On December 17, 2020, the Company repaid in full the loans outstanding under the A/R Facility. The aggregate outstanding principal amount of loans under the A/R Facility as of such date was approximately $83.0 million. The early termination of the A/R Facility triggered an early termination fee of $0.8 million and required repayment of approximately $0.5 million in respect of principal, accrued interest and fees. All obligations under the A/R Facility (other than contingent indemnification obligations that expressly survive termination) terminated upon repayment. The A/R Facility was replaced by the Securitization Facility as described below. Repayment of A/R Facility was treated as an extinguishment of debt under ASC 470-50. Accordingly, the Company wrote off the unamortized balance of $8.2 million of debt issuance costs related to A/R facility. On December 17, 2020, certain subsidiaries of Company closed on the $145.0 million Securitization Facility with a five year term. Borrowings under the Securitization Facility are subject to an improved borrowing base definition over the A/R Facility that consists of receivables and, subject to contribution, further supported by inventory and intellectual property, in each case, subject to certain eligibility criteria, concentration limits and reserves. The Securitization Facility provided for an initial funding of approximately $92.0 million supported by the receivables portion of the borrowing base and, subject to contribution, a further funding of approximately $53.0 million supported by inventory and intellectual property. On December 17, 2020 the Company made the initial borrowing of approximately $92.0 million under the Securitization Facility and used a portion of the proceeds to repay the A/R Facility and used the remaining proceeds for general corporate purposes. The initial documentation for the Securitization Facility includes (i) a Loan and Security Agreement (the “Securitization Loan Agreement”), dated as of December 10, 2020, by and among Exela Receivables 3, LLC (the “Securitization Borrower”), a wholly-owned indirect subsidiary of the Company, the lenders (each, a “Securitization Lender” and collectively the “Securitization Lenders”), Alter Domus (US), LLC, as administrative agent (the “Securitization Administrative Agent”) and the Company, as initial servicer, pursuant to which the Securitization Lenders will make loans to the Securitization Borrower to be used to purchase receivables and related assets from the Securitization Parent SPE (as defined below), (ii) a First Tier Receivables Purchase and Sale Agreement (the, dated as of December 17, 2020, by and among Exela Receivables 3 Holdco, LLC (the “Securitization Parent SPE”), a wholly-owned indirect subsidiary of the Company, and certain other indirect, wholly-owned subsidiaries of the Company listed therein (collectively, the “Securitization Originators”), and the Company, as initial servicer, pursuant to which each Securitization Originator has sold or contributed and will sell or contribute to the Securitization Parent SPE certain receivables and related assets in consideration for a combination of cash and equity in the Securitization Parent SPE, (iii) a Second Tier Receivables Purchase and Sale Agreement, dated as of December 17, 2020, by and among, the Securitization Borrower, the Securitization Parent SPE and the Company, as initial servicer, pursuant to which Securitization Parent SPE has sold or contributed and will sell or contribute to the Securitization Borrower certain receivables and related assets in consideration for a combination of cash and equity in the Securitization Borrower, (iv) the Sub-Servicing Agreement, dated as of December 17, 2020, by and among the Company and each Securitization Originator, (v) the Pledge and Guaranty, dated as of the December 10, 2020, between the Securitization Parent SPE and the Administrative Agent, and (vi) the Performance Guaranty, dated as of December 17, 2020, between the Company, as performance guarantor, and the Securitization Administrative Agent (and together with all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents executed or delivered in connection with the Securitization Loan Agreement, the “Securitization Agreements”). The Securitization Borrower, the Company, the Securitization Parent SPE and the Securitization Originators provide customary representations and covenants under the Securitization Agreements. The Securitization Loan Agreement provides for certain events of default upon the occurrence of which the Securitization Administrative Agent may declare the facility’s termination date to have occurred and declare the outstanding Securitization Loan and all other obligations of the Securitization Borrower to be immediately due and payable, however the Securitization Facility does not include an ongoing liquidity covenant like the A/R Facility and aligns reporting obligations with the Company’s other material indebtedness agreements. The Securitization Borrower and Securitization Parent SPE were formed in December 2020, and are identified as VIEs and consolidated into the Company’s financial statements following VIE consolidation model under ASC 810. The Securitization Borrower and Securitization Parent SPE are bankruptcy remote entities and as such their assets are not available to creditors of the Company or any of its subsidiaries. Each loan under the Securitization Facility bears interest on the unpaid principal amount as follows: (i) if a Base Rate Loan, at a rate per annum equal to (x) the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus Long-Term Debt Outstanding As of December 31, 2020 and 2019, the following long-term debt instruments were outstanding: December 31, 2020 2019 Other (a) $ 37,653 30,232 First lien credit agreement (b) 343,597 360,583 Senior secured notes (c) 984,216 979,060 Secured borrowings under Securitization Facility 91,947 — Revolver 80,543 65,000 Total debt 1,537,956 1,434,875 Less: Current portion of long-term debt (39,952) (36,490) Long-term debt, net of current maturities $ 1,498,004 $ 1,398,385 (a) Other debt represents outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans and receivables factoring arrangement entered into by subsidiaries of the Company. (b) Net of unamortized original issue discount and debt issuance costs of $4.8 million and $17.1 million as of December 31, 2020 and $6.5 million and $18.9 million as of December 31, 2019. (c) Net of unamortized original issue discount and debt issuance costs of $11.3 million and $4.5 million as of December 31, 2020 and $14.9 million and $6.0 million as of December 31, 2019. As of December 31, 2020, maturities of long-term debt are as follows: Maturity 2021 $ 39,952 2022 115,000 2023 1,325,741 2024 2,923 2025 91,947 Thereafter — Total long-term debt 1,575,563 Less: Unamortized discount and debt issuance costs (37,607) $ 1,537,956 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company provides for income taxes using an asset and liability approach, under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. For financial reporting purposes, income/ (loss) before income taxes includes the following components: Year Ended December 31, 2020 2019 2018 United States $ (158,187) $ (511,165) $ (180,245) Foreign (6,760) 9,691 18,792 $ (164,947) $ (501,474) $ (161,453) The provision for federal, state, and foreign income taxes consists of the following: Year Ended December 31, 2020 2019 2018 Federal Current $ — $ (1,308) $ 1,308 Deferred 480 (3,879) (2,006) State Current 1,325 2,255 390 Deferred 1,542 (807) 2,339 Foreign Current 4,318 5,770 3,435 Deferred 5,919 5,611 2,887 Income Tax Expense $ 13,584 $ 7,642 $ 8,353 The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows: Year Ended December 31, 2020 2019 2018 Tax at statutory rate $ (34,639) $ (105,310) $ (33,905) Add (deduct) State income taxes (5,234) (7,666) (6,557) Foreign income taxes (516) 4,390 1,228 Nondeductible goodwill impairment — 61,699 9,002 Permanent differences 218 1,275 2,542 Litigation settlement 71 3,310 608 Changes in valuation allowance 53,115 30,064 19,433 Unremitted earnings (275) 1,604 4,735 GILTI Inclusion (4,996) 3,772 2,289 Expiration of tax attributes 4,944 10,807 8,353 Other 896 3,697 625 Income Tax Expense $ 13,584 $ 7,642 $ 8,353 The Tax Cuts and Jobs Act (“TCJA”) was signed by the President of the United States and enacted into law on December 22, 2017. This overhaul of the U.S. tax law made a number of substantial changes, including the reduction of the corporate tax rate from 35% to 21%, establishing a dividends received deduction for dividends paid by foreign subsidiaries to the U.S., elimination or limitation of certain deductions (interest, domestic production activities and executive compensation), imposing a mandatory tax on previously unrepatriated earnings accumulated offshore since 1986 and establishing global minimum income tax and base erosion tax provisions related to offshore activities and affiliated party payments. The TCJA subjects a U.S. shareholder to tax on Global Intangible Low-taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected the accounting policy to recognize the tax expense related to GILTI in the year the tax is incurred as a period expense. At December 31, 2020, the Company has no GILTI inclusion related to current-year operations. On July 20, 2020, the U.S. Treasury and the Internal Revenue Service issued Final Regulations which will allow an annual election to exclude from the U.S. tax return certain GILTI amounts when the taxes paid by a foreign affiliate exceed 18.9% (90% of U.S. statutory rate of 21%) of the GILTI amount for that foreign affiliate (the “high-tax exception”). These regulations are effective for the 2021 taxable year with an election to apply to any taxable year beginning after 2017. In many of the countries in which the Company operates there are differences between local tax rules used to determine the tax base and the U.S. tax principles used to determine GILTI. Therefore, while many of the countries have a statutory tax rate above the 18.9% threshold, separate affiliates may not meet the 18.9% threshold each year and, as such, may not qualify for this exclusion. The Company plans to make the high-tax exception election for the 2020 tax year and recorded no GILTI cost in the total income tax expense for 2020. Additionally, the Company made an election for 2019 on its 2019 tax return and plans to make an election for 2018 by filing an amended tax return and recorded an estimated tax benefit of $5.0 million in the total income tax expense for 2020. Beginning in 2018, the TCJA also subjects a U.S. shareholder of a controlled foreign corporation to current tax on certain payments from corporations subject to U.S. tax to related foreign persons, also referred to as base erosion and anti-abuse tax ("BEAT"). The BEAT provisions in the Tax Reform Act eliminate the deduction of certain base-erosion payments made to related foreign corporations and impose a minimum tax if greater than regular tax. The Company has recorded zero tax expense related to BEAT for the year ended December 31, 2020 and 2019. On March 27, 2020, Congress enacted the Coronavirus Aid Relief and Economic Security Act ("CARES Act"), in response to the COVID-19 pandemic. The CARES Act contain numerous income tax provisions, including refundable payroll tax credit, 100% utilization on net operating loss (NOL) for taxable income in 2018, 2019 and 2020, 5 years NOL carryback from 2018, 2019 or 2020, interest limitation increase to 50% adjusted taxable income from 30% for tax years beginning January 1, 2019 and 2020, and immediate deduction on qualified improvement costs instead of depreciating them over 39 years. The Company has benefited from the increase of 50% adjusted taxable income limitation on net interest expense deduction, as well as the refundable payroll tax credit. The components of deferred income tax liabilities and assets are as follows: Year Ended December 31, 2020 2019 Deferred income tax liabilities: Book over tax basis of intangible assets and fixed assets $ (65,724) $ (77,088) Unremitted foreign earnings (6,063) (6,339) Operating lease and finance lease right-of-use assets (11,597) (16,981) Other, net $ (2,604) $ (2,571) Total deferred income tax liabilities (85,988) (102,979) Deferred income tax assets: Allowance for doubtful accounts and receivable adjustments $ 1,704 $ 1,498 Inventory 1,677 903 Accrued liabilities 15,345 11,608 Net operating loss and tax credit carryforwards 171,148 158,265 Tax deductible goodwill 6,171 8,066 Disallowed interest deduction 74,672 56,873 Operating lease and finance lease liabilities 13,004 18,127 Other, net 19,334 15,480 Total deferred income tax assets $ 303,055 $ 270,820 Valuation allowance (220,030) (163,805) Total net deferred income tax assets (liabilities) $ (2,963) $ 4,036 Gross deferred tax assets are reduced by valuation allowances to the extent the Company determines it is not more-likely-than-not that the deferred tax assets are expected to be realized. At December 31, 2020, the Company recognized $220.0 million of valuation allowances against gross deferred tax assets primarily related to net operating loss and tax credit carryforwards. Of this amount, approximately $60.5 million and $4.5 million of the total valuation allowance relates to U.S. federal and state limitations, respectively, on the utilization of net operating loss carryforwards due to numerous changes in ownership. Approximately $64.7 million and $9.1 million of the total valuation allowance relates to U.S. federal disallowed interest deductions and state disallowed interest deductions, respectively, pursuant to the TCJA. The remaining $81.3 million of the valuation allowance relates to non-limited U.S. and non-U.S. net operating losses, capital losses, and tax credits that are not expected to be realizable. The net change during the year in the total valuation allowance was an increase of $56.2 million primarily related to the increase of net regular deferred tax assets and the increase of deferred tax assets related to disallowed interest deduction. Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount of U.S. tax attributes (net operating losses and tax credit carryforwards) following a change in ownership. The Company has determined that for the purpose of these provisions an ownership change occurred under Section 382 on April 3, 2014 and October 31, 2014 for BancTec, Inc. and its subsidiaries and RC4Capital, LLC and its subsidiaries (collectively, the “Pangea Group”) and on October 31, 2014 for the historic SourceHOV group (the "2014 Reorganization"). The Section 382 limitations significantly limit the pre-acquisition Pangea Group net operating losses. Accordingly, upon the October 31, 2014 change in control, most of the historic Pangea Group federal net operating losses were limited and a valuation allowance has been established against the related deferred tax assets. Following the filing of the October 31, 2014, Pangea Group federal tax returns and further Section 382 analysis, management finalized the amount of the limitation and as a result, approximately $3.5 million of the valuation allowance was released. Management has concluded that the U.S. tax attributes after Section 382 limitations were applied are more likely than not to be realized. With regard to Pangea Group's foreign subsidiaries, it was determined that most deferred tax assets are not likely to be realized and valuation allowances have been established. The Section 382 limit that applied to the historic SourceHOV group is greater than the net operating losses and tax credits generated in the predecessor periods. Therefore, no additional valuation allowances were established relating to Section 382 limitations other than the pre-2011 Section 382 limitations that applied. Included in deferred tax assets are federal, foreign and state net operating loss carryforwards, federal capital loss carryforwards, federal general business credit carryforwards and state tax credit carryforwards due to expire beginning in 2021 through 2040. As of December 31, 2020, the Company has federal and state income tax net operating loss (NOL) carryforwards of $601.0 million and $413.1 million, which will expire at various dates from 2021 through 2040. Such NOL carryforwards expire as follows: State and Local Federal NOL NOL 2021 – 2025 $ 80,880 $ 72,038 2026 – 2030 145,219 91,726 2031 – 2040 374,913 249,373 $ 601,012 $ 413,137 As of December 31, 2020, the Company has foreign net operating loss carryforwards of $55.7 million, $1.2 million of which were generated by Exela Poland, $0.3 million were generated in Hungary and Serbia, $1.7 million is generated in Netherland, $0.9 million is generated in Finland, and will expire in 2024, 2026, 2027 and 2031 respectively. The rest of the foreign net operating losses will be carried forward indefinitely. Since the 2014 Reorganization did not result in a new tax basis of assets and liabilities for the Company, some of the goodwill continues to be deductible over the remaining amortization period for tax purposes. At December 31, 2020, approximately $31.4 million of the Company goodwill is tax deductible, $19.2 million of which is carried over from the 2014 Reorganization. Additionally, the Company has tax deductible goodwill of $12.2 million in connection with the TransCentra acquisition. These amounts were related to the tax basis carried over from the seller in those acquisitions. The Company adopted the provision of accounting for uncertainty in income taxes in ASC Topic 740. ASC 740 clarifies the accounting for uncertain tax positions in the Company's financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on tax returns. The total amount of unrecognized tax benefits, exclusive of interest and penalties, is $1.8 million, $4.3 million and $1.5 million at December 31, 2020, 2019 and 2018, respectively. Included in the balance of unrecognized tax benefits as of December 31, 2020, 2019 and 2018 is $0.7 million each, of tax benefits that, if recognized would benefit the effective tax rate. Total accrued interest and penalties recorded on the Consolidated Balance Sheet were $2.1 million, $2.1 million and $2.3 million at December 31, 2020, 2019 and 2018, respectively. The total amount of interest and penalties recognized in the Consolidated Statement of Operations at December 31, 2020, 2019, 2018 was $(0.0) million, $(0.2) million and $(0.4) million, respectively. For the year ending December 31, 2020, the Company has released $2.6 million in uncertain tax positions associated with Sec. 163(j) limitation permitted tax depreciation, which is based on the final Sec. 163j regulation that now allows the capitalized inventory under Sec. 263A as part of tax depreciation. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits — January 1 $ 4,314 $ 1,476 $ 1,047 Gross decreases—tax positions in prior period (21) 1,378 301 Gross decreases — (2,608) (10) — Gross increases — 151 1,470 128 Unrecognized tax benefits—December 31 $ 1,836 $ 4,314 $ 1,476 The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The statute of limitations for U.S. purposes is open for tax years ending on or after December 31, 2016, However, NOLs generated in years prior to 2016 and utilized in future periods may be subject to examination by U.S. tax authorities. State jurisdictions that remain subject to examination are not considered significant. The Company has significant foreign operations in India and EMEA. The Company may be subject to examination by the India tax authorities for tax periods ending on or after March 31, 2014. At December 31, 2020, the Company has not changed its prior indefinite reinvestment assertion on undistributed earnings related to certain foreign subsidiaries. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $106.3 million of undistributed foreign earnings from these foreign subsidiaries as those earnings continue to be permanently reinvested. However, the Company does not indefinitely reinvest earnings in Canada, China, India, Mexico and Philippines. The Company recorded $6.0 million and $6.3 million of foreign withholding taxes on the undistributed earnings of these jurisdictions at December 31, 2020 and 2019, respectively. The Company recorded $0.3 million deferred benefit, $1.6 million deferred expense, and $4.7 million deferred expense in the Consolidated Statement of Operations at December 31, 2020, 2019 and 2018, respectively. The foreign withholding taxes deferred benefit recorded in the current year is primarily attributable to the remeasurement of the cumulative withholding taxes on certain India undistributed earnings as a result of the change in the withholding rate on distributions, offset by a deferred expense due to the current year undistributed earnings. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans | |
Employee Benefit Plans | 13. Employee Benefit Plans German Pension Plan The Company’s subsidiary in Germany provides pension benefits to certain retirees. Employees eligible for participation include all employees who started working for the Company or its predecessors prior to September 30, 1987 and have finished a qualifying period of at least 10 years. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets. No new employees are registered under this plan and the participants who are already eligible to receive benefits under this plan are no longer employees of the Company. U.K. Pension Plan The Company’s subsidiary in the United Kingdom provides pension benefits to certain retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to October 2001. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants as at the earlier of two dates, the participants leaving the Company or December 31, 2015. The expected rate of return assumptions for plan assets relate solely to the UK plan and are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. The Company assumed a weighted average expected long-term rate on plan assets of 3.47%. Norway Pension Plan The Company’s subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than three years from retirement prior to March 2018. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants as at the later of two dates, the participants leaving the Company or April 30, 2018. Asterion Pension Plan The Company acquired in 2018 through the Asterion Business Combination the obligation to provide pension benefits to eligible retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to July 2003. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants as at the earlier of two dates, the participants leaving the Company or April 10, 2018. With respect to all of the plans as discussed, no new employees are registered under these plans and the employees who are already eligible to receive benefits under these plans are no longer employed by the Company. Funded Status The change in benefit obligations, the change in the fair value of the plan assets and the funded status of the Company’s pension plans (except for the German pension plan which is unfunded) and the amounts recognized in the Company’s consolidated financial statements are as follows: Year ended December, 2020 2019 Change in Benefit Obligation: Benefit obligation at beginning of period $ 100,961 $ 90,051 Service cost 69 80 Interest cost 1,984 2,448 Actuarial loss (gain) 18,861 9,168 Plan amendments (10) (835) Benefits paid (4,745) (3,082) Foreign-exchange rate changes 4,891 3,131 Benefit obligation at end of year $ 122,011 $ 100,961 Change in Plan Assets: Fair value of plan assets at beginning of period $ 75,875 $ 62,952 Actual return on plan assets 10,755 10,906 Employer contributions 2,052 2,557 Benefits paid (4,651) (2,995) Foreign-exchange rate changes 3,184 2,455 Fair value of plan assets at end of year 87,215 75,875 Funded status at end of year $ (34,796) $ (25,086) Net amount recognized in the Consolidated Balance Sheets: Pension liability, net (a) $ (35,515) $ (25,681) Amounts recognized in accumulated other comprehensive loss, net of tax consist of: Net actuarial loss (17,064) (8,059) Net amount recognized in accumulated other comprehensive loss, net of tax $ (17,064) $ (8,059) Plans with underfunded or non-funded accumulated benefit obligation: Aggregate projected benefit obligation $ 122,010 $ 100,961 Aggregate accumulated benefit obligation $ 122,010 $ 100,961 Aggregate fair value of plan assets $ 87,215 $ 75,875 (a) Consolidated balance of $35.5 million as of December 31, 2020 includes pension liabilities of $29.7 million, $2.7 million, $2.4 million and less than $0.1 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.6 million. Consolidated balance of $25.7 million as of December 31, 2019 includes pension liabilities of $20.6 million, $2.4 million, $2.1 million and less than $0.1 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.5 million. Tax Effect on Accumulated Other Comprehensive Loss As of December 31, 2020 and 2019, the Company recorded actuarial losses of $17.1 million and $8.1 million, respectively, which is net of a deferred tax benefit of $2.0 million for each period. Pension and Postretirement Expense The components of the net periodic benefit cost are as follows: Year ended December 31, 2020 2019 2018 Service cost $ 74 $ 80 $ 82 Interest cost 1,984 2,448 2,350 Expected return on plan assets (2,530) (2,460) (2,841) Amortization: Amortization of prior service cost 150 (169) 9 Amortization of net loss 1,739 1,768 1,755 Settlement loss — — Net periodic benefit cost $ 1,969 $ 1,667 $ 1,355 Valuation The Company uses the corridor approach and projected unit credit method in the valuation of its defined benefit plans for the UK, Germany, and Norway respectively. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions. For defined benefit pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over 15 years. Similarly, the Company used the Projected Unit Credit Method for the German Plan, and evaluated the assumptions used to derive the related benefit obligations consisting primarily of financial and demographic assumptions including commencement of employment, biometric decrement tables, retirement age, staff turnover. The projected unit credit method determines the present value of the Company’s defined benefit obligations and related service costs by taking into account each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately in building up the final obligation. Benefit is attributed to periods of service using the plan's benefit formula, unless an employee's service in later years will lead to a materially higher of benefit than in earlier years, in which case a straight-line basis is used. The following tables set forth the principal actuarial assumptions used to determine benefit obligation and net periodic benefit costs: December 31, 2020 2019 2020 2019 2020 2019 2020 2019 UK Germany Norway Asterion Weighted-average assumptions used to determine benefit obligations: Discount rate 1.40 % 2.10 % 0.75 % 1.00 % 1.70 % 2.30 % 0.79 % 1.10 Rate of compensation increase N/A N/A N/A N/A 2.25 % 2.25 % N/A % 2.50 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 2.10 % 2.80 % 0.75 % 1.00 % 1.70 % 2.30 % 0.79 % 1.10 Expected asset return 3.47 % 3.87 % N/A % N/A % 2.70 % 3.80 % 0.79 % 1.10 Rate of compensation increase N/A N/A N/A N/A 2.25 % 2.25 % N/A % 2.50 The Germany plan is an unfunded plan and therefore has no plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time ( 10 to 20 years ) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions. The Company assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 3.45%. The Company’s long-term expected rate of return on cash is determined by reference to UK government 10 year bond yields at the balance sheet dates. The long-term expected return on bonds is determined by reference to corporate bond yields at the balance sheet date. The long-term expected rate of return on equities and diversified growth funds is based on the rate of return on UK long dated government bonds with an allowance for out-performance. The long-term expected rate of return on the liability driven investments holdings is determined by reference to UK government 20 year bond yields at the balance sheet date. The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan’s liabilities. The index utilized reflected the market’s yield requirements for these types of investments. The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the government’s target rate for inflation (CPI) at 2.0%. The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the time scale covered, may not necessarily be borne out in practice. Plan Assets The investment objective for the plan is to earn, over moving fifteen The Company’s investment policy related to the defined benefit plan is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the fund. No specific targeted allocation percentages have been set by category, but are set at the direction and discretion of the plan trustees. The weighted average allocation of plan assets by asset category is as follows: December 31, 2020 2019 2018 U.K. and other international equities 31.4 % 29.9 % 27.1 % U.K. government and corporate bonds 2.7 12.5 12.7 Diversified growth fund 21.0 41.3 38.9 Liability driven investments 40.6 16.3 21.3 Multi-asset credit fund 4.3 — — Total 100.0 % 100.0 % 100.0 % The following tables set forth, by category and within the fair value hierarchy, the fair value of the Company’s pension assets at December 31, 2020 and 2019: December 31, 2020 Total Level 1 Level 2 Level 3 Asset Category: Cash $ 430 $ 430 $ — $ — Equity funds: U.K. 16,201 — 16,201 — Other international 10,802 — 10,802 — Fixed income securities: Corporate bonds / U.K. Gilts 2,353 — 2,353 — Other investments: Diversified growth fund 18,313 — 18,313 — Liability driven investments 35,403 — 35,403 — Multi-asset credit fund 3,713 — 3,713 — Total fair value $ 87,215 $ 430 $ 86,785 $ — December 31, 2019 Total Level 1 Level 2 Level 3 Asset Category: Cash $ 837 $ 837 $ — $ — Equity funds: U.K. 13,121 — 13,121 — Other international 8,747 — 8,747 — Fixed income securities: Corporate bonds / U.K. Gilts 9,446 — 9,446 — Other investments: Diversified growth fund 31,345 — 31,345 — Liability driven investments 12,379 12,379 Total fair value $ 75,875 $ 837 $ 75,038 $ — The plan assets are categorized as follows, as applicable: Level 1: Any asset for which a unit price is available and used without adjustment, cash balances, etc. Level 2: Any asset for which the amount disclosed is based on market data, for example a fair value measurement based on a present value technique (where all calculation inputs are based on data). Level 3: Other assets. For example, any asset value with a fair value adjustment made not based on available indices or data. Employer Contributions The Company’s funding is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $2.1 million and $2.6 million to its pension plans during the years ended December 31, 2020 and 2019, respectively. The Company has fully funded the pension plans for 2020 based on current plan provisions. The Company expects to contribute $3.1 million to the pension plans during 2021, based on current plan provisions. Estimated Future Benefit Payments The estimated future pension benefit payments expected to be paid to plan participants are as follows: Estimated Benefit Payments Year ended December 31, 2021 $ 1,817 2022 2,161 2023 2,078 2024 2,966 2025 2,995 2026 - 2030 17,878 Total $ 29,895 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Litigation The Company is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe these actions will have a material, adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. Appraisal Demand On September 21, 2017, former stockholders of SourceHOV Holdings, Inc. (“SourceHOV”), who owned 10,304 shares of SourceHOV common stock, filed a petition for appraisal pursuant to 8 Del. C. § 262 in the Delaware Court of Chancery (the “Court”), captioned Manichaean Capital, LLC, et al. v. SourceHOV Holdings, Inc., C.A. No. 2017 0673 JRS (the “Appraisal Action”). The Appraisal Action arose out of a preliminary transaction in connection with the acquisition of SourceHOV and Novitex Holdings, Inc., by Quinpario in July 2017 (“Novitex Business Combination”), and the petitioners sought, among other things, a determination of the fair value of their SourceHOV shares at the time of the Novitex Business Combination; an order that SourceHOV pay that value to the petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. During the trial the parties and their experts offered competing valuations of the SourceHOV shares as of the date of the Novitex Business Combination. SourceHOV argued the value was no more than per share. On January 30, 2020, the Court issued its post-trial Memorandum Opinion in the Appraisal Action, in which it found that the fair value of SourceHOV as of the date of the Novitex Business Combination was SourceHOV appealed the judgment in the Appraisal Action on June 30, 2020. On January 22, 2021, the Delaware Supreme Court affirmed the judgment of the Delaware Court of Chancery in favor of the petitioners. To date, SourceHOV has not paid the judgment in the Appraisal Action, and the petitioners have not been successful in their attempts to collect on the judgment against SourceHOV. The appraisal petitioners have filed additional actions to recognize the judgment against SourceHOV, an action alleging unjust enrichment and seeking restitution and to pierce the corporate veil and seek alter ego liability against Exela Technologies, Inc. and over 50 alleged subsidiaries and/or affiliates in an attempt to collect the award in the Appraisal Action from entities other than SourceHOV, and an action against SourceHOV and certain of its directors and officers alleging creditor derivative claims relating to the Company’s securitization facilities. In early February 2021, petitioners also filed a motion for a preliminary injunction in the derivative action in which they seek a court order freezing certain property and prohibiting certain transfers and payments by Exela subsidiaries other that SourceHOV, including preventing them from paying their creditors unless the payments are made equally among Exela’s other creditors and toward the Appraisal Action liability. Although the Company believes that it has valid defenses to these ancillary proceedings and has moved to dismiss them, there can be no assurance that the Company will be successful. As a result of the Appraisal Action and following repayment of the Margin Loan by Ex-Sigma 2, 1,523,578 shares of our Common Stock issued to Ex-Sigma 2, our largest shareholder following the Novitex Business Combination, were returned to the Company during the first quarter of 2020. As of December 31, 2020, the Company has an accrued liability of $60.7 million for the Appraisal Action based on the judgment received on January 30, 2020 plus accrued interest, which is management’s best estimate of the total payment. Adverse Arbitration Order In April 2020, one of the Company's Nordic subsidiaries commenced an arbitration in Finland against a customer alleging breach of contract and other damages in connection with an outsourcing services agreement and transition services agreement executed in 2017. In September 2020, the customer submitted counterclaims against the Company in an aggregate amount over EUR 10.0 million. Following an expedited arbitration, in late November 2020, the arbitrator awarded the customer approximately $13.0 million in the aggregate for the counterclaimed damages and costs. The Company filed an application to annul the award in late January 2021 with the relevant court asserting, among other bases, that the arbitrator violated due process and procedural rules by disallowing the Company’s witness and expert testimony and maintaining the expedited format following the assertion of significant counterclaims which would ordinarily have required the application of normal rather than expedited rules. In mid-February 2021, the court ordered an interim stay and prohibition of enforcement of the arbitration award. At this time, it is not practicable to render an opinion about whether an unfavorable outcome is probable or remote with respect to the appeal; however, the Company believes it has meritorious claims and defenses and is vigorously asserting them. However, at the same time principals from the Company and the customer’s owner groups are engaged in substantive settlement discussions seeking a commercial solution, which are in an advanced stage, but have not yet come to a resolution. The Company recorded an accrual in the amount of $9.6 million as of December 31, 2020 for this matter. Contract-Related Contingencies The Company has certain contingent obligations that arise in the ordinary course of providing services to its customers. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to customers by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurement | |
Fair Value Measurement | 15. Fair Value Measurement Assets and Liabilities Measured at Fair Value The carrying amount of assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of December 31, 2020, and December 31, 2019, due to the relative short maturity of these instruments. Management estimates the fair values of the secured term loan and secured notes at approximately 34.8% and 30.8% respectively, of the respective principal balance outstanding as of December 31, 2020. The fair value is substantially less than the carrying value for the long-term debt. Other debt represents the Company's outstanding loan balances associated with various hardware and software purchases along with loans entered into by subsidiaries of the Company and as such, the cost incurred would approximate fair value. Property and equipment, intangible assets, capital lease obligations, and goodwill are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the respective asset is written down to its fair value. The Company determined the fair value of its long-term debt using Level 2 inputs including the recent issue of the debt, the Company’s credit rating, and the current risk-free rate. The Company’s contingent liabilities related to prior acquisitions are re-measured each period and represent a Level 3 measurement as it is based on the settlement amount based on the settlement agreement terms less amount already paid. The Company determined the fair value of the interest rate swap using Level 2 inputs. The Company uses closing prices as provided by a third party institution. (Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies) The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2020 and December 31, 2019: Carrying Fair Fair Value Measurements As of December 31, 2020 Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,498,004 $ 604,775 $ — $ 604,775 $ — Interest rate swap liability 125 125 — 125 — Acquisition contingent liability 300 300 — — 300 Nonrecurring assets and liabilities: Goodwill 359,781 359,781 — — 359,781 Carrying Fair Fair Value Measurements As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,398,385 $ 632,796 $ — $ 632,796 $ — Interest rate swap asset 501 501 — 501 — Acquisition contingent liability 721 721 — — 721 Nonrecurring assets and liabilities: Goodwill 359,771 359,771 — — 359,771 The significant unobservable inputs used in the fair value of the Company’s acquisition contingent liabilities are the discount rate, growth assumptions, and revenue thresholds. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the other based on the current level of billings. The following table reconciles the beginning and ending balances of net assets and liabilities classified as Level 3 for which a reconciliation is required: December 31, December 31, 2020 2019 Balance as of January 1, $ 721 $ 721 Earn-out Adjustment 279 — Payments/Reductions (700) — Balance as of December 31, $ 300 $ 721 During 2019, goodwill impairment charge totaling $348.6 million was recognized. See Note 9. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 16. Stock-Based Compensation At Closing, SourceHOV had 24,535 restricted stock units (“RSUs”) outstanding under its 2013 Long Term Incentive Plan (“2013 Plan”). Simultaneous with the Closing, the 2013 Plan, as well as all vested and unvested RSUs under the 2013 Plan, were assumed by Ex-Sigma (the sole equityholder of Ex-Sigma 2), an entity formed by the former SourceHOV equity holders. In accordance with U.S. GAAP, the Company incurred compensation expenses related to the 9,880 unvested RSUs as of July 12, 2017 on a straight-line basis until fully vested, because the recipients of the RSUs were employees of the Company. All unvested RSUs under the 2013 Plan were vested by April 2019. As of December 31, 2020, there were no outstanding obligations under the 2013 Plan. Exela 2018 Stock Incentive Plan On January 17, 2018, Exela’s 2018 Stock Incentive Plan (the “2018 Plan”) became effective. The 2018 Plan provides for the grant of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other stock-based compensation to eligible participants. The Company is authorized to issue up to 2,774,588 shares of Common Stock under the 2018 Plan. Restricted Stock Unit Grants Restricted stock unit awards generally vest ratably over a one two A summary of RSU activity under the 2018 Plan for the year 2020 is summarized in the following table: Average Weighted Remaining Number Average Grant Contractual Life Aggregate of Shares Date Fair Value (Years) Intrinsic Value Outstanding Balance as of December 31, 2019 103,102 $ 5.97 1.19 $ 616 Granted — — Forfeited — — Vested (76,647) 7.55 Outstanding Balance as of December 31, 2020 26,455 $ 3.78 0.91 $ 50 Out of the RSUs that vested in 2020, 3,433 were net-share settled such that the Company withheld shares with value equivalent to the employee’s minimum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were 1,567 shares and were based on the value of the RSUs on their vesting date as determined by the Company’s closing stock price. Total payment for the employee’s tax obligations to taxing authorities was less than $0.1 million and is reflected as a financing activity within the Consolidated Statements of Cash flows. Options Under the 2018 Plan, stock options are granted at a price per share not less than 100% of the fair market value per share of the underlying stock at the grant date. The vesting period for each option award is established on the grant date, and the options generally expire 10 years from the grant date. Options granted under the 2018 Plan generally require no less than a two four Average Weighted Weighted Remaining Average Grant Average Vesting Period Aggregate Outstanding Date Fair Value Exercise Price (Years) Intrinsic Value (2) Outstanding Balance as of December 31, 2019 1,645,900 $ 5.91 $ 12.42 2.27 $ — Granted 70,000 0.75 Exercised — — Forfeited (80,200) 6.19 Expired — — Outstanding Balance as of December 31, 2020 (1) 1,635,700 $ 5.67 $ 11.89 1.42 $ — (1) 379,480 of the outstanding options are exercisable as of December 31, 2020. (2) Exercise prices of all of the outstanding options as of December 31, 2020 were higher than the market price of the shares of the Company. Therefore, aggregate intrinsic value was zero. As of December 31, 2020, there was approximately $2.8 million of total unrecognized compensation expense related to non-vested awards for the 2018 Plan, which will be recognized over the respective service period. Stock-based compensation expense is recorded within Selling, general, and administrative expenses. The Company incurred total compensation expense of $2.8 million, $7.8 million, and $7.6 million related to the 2013 Plan and 2018 Plan awards for the years ended December 31, 2020, 2019, and 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 17. Stockholders’ Equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. Common Stock The Company is authorized to issue 1,600,000,000 shares of Common Stock. Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock or as provided for in the Director Nomination Agreements, the holders of our Common Stock possess all voting power for the election of our board of directors and all other matters requiring stockholder action and will at all times vote together as one class on all matters submitted to a vote of Exela stockholders. Holders of our Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Holders of our Common Stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions. The holders of the Common Stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Common Stock. During fiscal 2020, 1,004,183 shares of Series A Preferred Stock were converted into 409,238 shares of Common Stock. As of December 31, 2020 and December 31, 2019, there were 49,242,225 and 50,283,896 shares outstanding, respectively (the outstanding shares of Common Stock as of December 31, 2019 includes the 1,523,578 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action which became treasury stock). Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. At December 31, 2020 and December 31, 2019, the Company had 3,290,050 shares and 4,294,233 shares of Series A Preferred Stock outstanding, respectively. The par value of the Series A Preferred Stock is $0.0001 per share. Each share of Series A Preferred Stock is convertible at the holder's option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that takes into account the amount of Liquidation Preference per share as adjusted for accrued but unpaid dividends, as described below. As of December 31, 2020, after taking into account the effect of the Reverse Stock Split, each outstanding shares of Series A Preferred Stock was convertible into 0.4269 shares of Common Stock using this conversion formula. Accordingly, as of December 31, 2020, 1,404,621 shares of Common Stock were issuable upon conversion of the remaining 3,290,050 shares of Series A Preferred Stock. Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate per annum of 10% of the dollar amount of per share liquidation preference (plus accumulated but unpaid dividends, the “Liquidation Preference") per share of Series A Preferred Stock, paid or accrued quarterly in arrears. From the issue date through December 31, 2020 the amount of all accrued but unpaid dividends on the Series A Preferred Stock have been added to the Liquidation Preference. The Company shall add the amount of all accrued but unpaid dividends on each quarterly dividend payment date to the Liquidation Preference, except to the extent the Company elects to make all or any portion of such payment in cash on or prior to the applicable dividend payment date, in which case, the amount of the accrued but unpaid dividends that is added to the Liquidation Preference shall be reduced on a dollar-for-dollar basis by the amount of any such cash payment. The Company is not required to make any payment or allowance for unpaid dividends, whether or not in arrears, on converted shares of Series A Preferred Stock or for dividends on the shares of Common Stock issued upon conversion of such shares. The dividend accumulation for the years ended December 31, 2020 and 2019 was $1.3 million and $3.3 million, respectively as reflected on the Consolidated Statement of Operations. As of December 31, 2020, the total accumulated but unpaid dividends on the Series A Preferred Stock since inception on July 12, 2017 was $10.8 million. The per share average of cumulative preferred dividends is $3.3 . In addition, holders of the Series A Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Certificate of Designations), as if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution. Treasury Stock On November 8, 2017, the Company’s board of directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company was permitted to purchase up to 1,666,667 shares of Common Stock. The Share Buyback Program has expired. As of December 31, 2020, 929,049 shares had been repurchased under the Share Buyback Program and they are held in treasury stock. The Company records treasury stock using the cost method. During the first quarter of 2020, 1,523,578 shares of Common Stock were returned to the Company by Ex-Sigma 2 in connection with the Appraisal Action. These shares are also included in treasury stock. Warrants At December 31, 2020, there were a total of 34,986,302 warrants outstanding. As part of its IPO, Quinpario had issued 35,000,000 units comprising one share of Common Stock and one warrant of which 34,986,302 have been separated from the original unit and 13,698 warrants remain an unseparated part of the originally issued units (the Common Stock included in these originally issued units (adjusted to reflect the Reverse Split) have been accounted for in the number of shares of Common Stock outstanding referred to above). The warrants traded on the OTC Pink under the symbol “XELAW” as of December 31, 2020. Each warrant entitles the holder to purchase one-sixth The Company may call the warrants for redemption at a price of $0.01 per warrant upon a minimum of 30 days ’ prior written notice of redemption, if, and only if, the last sales price of the shares of Common Stock equals or exceeds $72.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three business days before the Company sends the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related-Party Transactions | |
Related-Party Transactions | 18. Related-Party Transactions Relationship with HandsOn Global Management The Company incurred reimbursable travel expenses to HOVS LLC and HandsOn Fund 4 I, LLC (collectively, “HGM”) of $0.1 million, $0.6 million and less than $0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, and following a distribution of all the shares held by Ex-Sigma 2, HGM may be deemed to beneficially own approximately 50% of the Company’s Common Stock, including shares controlled, pursuant to voting agreements. Pursuant to a master agreement dated January 1, 2015 between Rule 14, LLC and a subsidiary of the Company, the Company incurs marketing fees to Rule 14, LLC, a portfolio company of HGM. Similarly, the Company is party to ten master agreements with entities affiliated with HGM’s managed funds, each of which were entered into during 2015 and 2016. Each master agreement provides the Company with use of certain technology and includes a reseller arrangement pursuant to which the Company is entitled to sell these services to third parties. Any revenue earned by the Company in such third-party sale is shared 75%/25% with each of HGM’s venture affiliates in favor of the Company. The brands Zuma, Athena, Peri, BancMate, Spring, Jet, Teletype, CourtQ and Rewardio are part of the HGM managed funds. The Company has the license to use and resell such brands, as described therein. The Company incurred fees relating to these agreements of $1.9 million, $1.0 million, and $0.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Certain operating companies lease their operating facilities from HOV RE, LLC and HOV Services Limited, which are affiliates under common control with HGM. The rental expense for these operating leases was $0.2 million, $0.4 million, and $0.7 million for the years ended December 31, 2020, 2019, and 2018, respectively. In addition, HOV Services, Ltd. provides the Company data capture and technology services. The expense recognized for these services was approximately $1.4 million, $1.5 million, and $1.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. These expenses are included in cost of revenue in the consolidated statements of operations. Certain premium payments, secondary offering fees and legal expenses were reimbursed to Ex-Sigma 2 pursuant to the terms of the Consent, Waiver and Amendment dated June 15, 2017, by and among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., SourceHOV, Novitex, Novitex Parent, L.P., Ex Sigma LLC, HOVS LLC and HandsOn Fund 4 I, LLC, amending the Novitex Business Combination agreement (the “Consent, Waiver and Amendment”). These expenses are included in related party expense in the consolidated statements of operations. The Company recorded related party expenses of $1.7 million and $5.2 million during the years ended December 31, 2019 and 2018, respectively, related to the Company’s obligation to reimburse Ex-Sigma 2 for premium payments on the Margin Loan. The Company recorded related party expenses of $2.1 million and $2.4 million for the years ended December 31, 2019 and 2018, respectively, for reimbursable expenses related to secondary offerings of shares by Ex-Sigma 2, the proceeds of which were used to repay the Margin Loan. The reimbursement payments were made in the second half of 2019. The Company recorded related party expenses of $0.3 million, $0.6 million and $0.4 million for the years ended December 31, 2020, 2019 and 2018, respectively, for reimbursable legal expenses of Ex-Sigma 2. The Company made payments totaling $5.6 million to Ex-Sigma 2 during the fourth quarter of 2019. Separately, the Company determined it was obligated to reimburse premium payments of $6.9 million made by Ex-Sigma 2 on the Margin Loan under the terms of the Consent, Waiver and Amendment. Pursuant to a written settlement agreement entered into in June 2020, Ex-Sigma, SourceHOV and the Company agreed that the $5.6 million of payments made during the fourth quarter of 2019 would be accepted to fully discharge the Company’s obligation to reimburse Ex-Sigma 2 for the $6.9 million of premium payments. The Company recorded the difference of $1.3 million between the obligation amount and the settlement amount as an increase to additional paid in capital in the consolidated statements of stockholders’ deficit for the year ended December 31, 2020. In addition, in October 2019, the Company awarded $6.3 million in bonuses to certain employees who were also indirect equity holders of Ex-Sigma 2 through their holdings of Ex-Sigma that had been issued upon the vesting of RSUs granted under the 2013 Plan. Ex-Sigma 2 pledged all of its capital stock in the Company as collateral for the Margin Loan. The Company remitted the net amount of $4.6 million (after withholding payroll taxes of $1.7 million) toward the outstanding balance on the Margin Loan in order to benefit such employees. The bonus amount remitted by the Company was originally determined by Ex-Sigma management based on such employees’ over-all equity ownership of Ex-Sigma. Following payment in full of the Margin Loan, during the first quarter of 2020, Ex-Sigma 2 distributed the shares of the Company’s capital stock held by it to its sole equity holder, Ex-Sigma, who distributed the shares to its equity holders, including the bonus recipients. These bonus payments were not processed or approved according to the Company’s internal control policies. In May 2020, each employee that received the bonus countersigned an authorization letter confirming their authorization for the Company to remit the amount of their net bonus to pay a portion of the Margin Loan. The Company recorded the $6.3 million bonus payments as compensation expense in selling, general and administrative expenses in the accompanying statements of operations for the year ended December 31, 2019. Consulting Agreement The Company receives services from Oakana Holdings, Inc. The Company and Oakana Holdings, Inc. are related through a family relationship between certain shareholders and the president of Oakana Holdings, Inc. The expense recognized for these services was approximately $0.2 million, $0.2 million and $0.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Relationship with Apollo Global Management, LLC The Company provides services to and receives services from certain Apollo Global Management, LLC (“Apollo”) affiliated companies. Funds managed by Apollo held the second largest position in our Common Stock following the Novitex Business Combination and had the right to designate two of the Company’s directors pursuant to a director nomination agreement. Apollo has announced that its affiliated funds ceased being shareholders on March 11, 2020. The Company excluded disclosure of transactions related to Apollo after March 31, 2020 as the related party relationship with Apollo ceased during the first quarter of 2020. On November 18, 2014, one of the Company's subsidiaries entered into a master services agreement with an indirect wholly owned subsidiary of Apollo. Pursuant to this master services agreement, the Company provides printer supplies and maintenance services, including toner maintenance, training, quarterly business review and printer procurement. The Company recognized revenue of $0.1 million, $0.6 million and $0.6 million under this agreement for the years ended December 31, 2020, 2019 and 2018, respectively, in our consolidated statements of operations. In April 2016, one of the Company’s subsidiaries entered into a master services agreement with Presidio Networked Solutions Group, LLC ("Presidio Group"), a wholly owned subsidiary of Presidio, Inc., a portion of which is owned by affiliates of Apollo. Pursuant to this master services agreement, Presidio Group provides the Company with employees, subcontractors, and/or goods and services. For the years ended December 31, 2020, 2019 and 2018 there were related party expenses of $0.2 million, $1.0 million and $0.7 million, respectively, for this service. On January 18, 2017, one of the Company’s subsidiaries entered into a master purchase and professional services agreement with Caesars Enterprise Services, LLC (‘‘Caesars’’). Caesars is controlled by investment funds affiliated with Apollo. Pursuant to this master purchase and professional services agreement, the Company provides managed print services to Caesars, including general equipment operation, supply management, support services and technical support. The Company recognized revenue of $0.9 million, $4.4 million and $4.1 million for years ended December 31, 2020, 2019 and 2018. On May 5, 2017, one of the Company’s subsidiaries entered into a master services agreement with ADT LLC. ADT LLC is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, the Company provides ADT LLC with mailroom and onsite mail delivery services at an ADT LLC office location and managed print services, including supply management, equipment maintenance and technical support services. The Company recognized revenue of $0.3 million, $1.2 million and $0.6 million in our consolidated statements of operations from ADT LLC under this master services agreement for the years ended December 31, 2020, 2019 and 2018. On July 20, 2017, one of the Company’s subsidiaries entered into a master services agreement with Diamond Resorts Centralized Services Company. Diamond Resorts Centralized Services Company is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, the Company provides commercial print and promotional product procurement services to Diamond Resorts Centralized Services Company, including sourcing, inventory management and fulfillment services . The Company recognized revenue of $0.9 million, $5.4 million and $5.7 million for the year ended December 31, 2020, 2019 and 2018 and cost of revenue of less than $0.1 million for each of the years ended December 31, 2020, 2019 and 2018 from Diamond Resorts Centralized Services Company under this master services agreement Payable and Receivable/Prepayment Balances with Affiliates Payable and receivable/prepayment balances with affiliates as of December 31, 2020 and December 31, 2019 are as follows: December 31, December 31, Receivables and Prepaid Expenses Payables Receivables and Prepaid Expenses Payables HOV Services, Ltd $ 711 $ — $ 601 $ — Rule 14 — 44 — 250 HGM — 52 115 — Apollo affiliated company — — — 202 Oakana — 1 — 1 Ex-Sigma 2 — — — 1,287 $ 711 $ 97 $ 716 $ 1,740 |
Segment and Geographic Area Inf
Segment and Geographic Area Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment and Geographic Area Information | |
Segment and Geographic Area Information | 19. Segment and Geographic Area Information The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with its clients. The Company is organized into three segments: ITPS, HS, and LLPS. ITPS: HS: LLPS: The chief operating decision maker reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Company does not allocate Selling, general, and administrative expenses, depreciation and amortization, interest expense and sundry, net. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below. Year ended December 31, 2020 ITPS HS LLPS Total Revenue $ 1,005,043 $ 219,047 $ 68,472 $ 1,292,562 Cost of revenue (exclusive of depreciation and amortization) 815,013 159,917 48,614 1,023,544 Segment profit 190,030 59,130 19,858 269,018 Selling, general and administrative expenses (exclusive of depreciation and amortization) 186,104 Depreciation and amortization 93,953 Impairment of goodwill and other intangible assets — Related party expense 5,381 Interest expense, net 173,878 Debt modification and extinguishment costs 9,589 Sundry income, net (153) Other income, net (34,788) Net loss before income taxes $ (164,946) Year ended December 31, 2019 ITPS HS LLPS Total Revenue $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 Cost of revenue (exclusive of depreciation and amortization) 1,001,655 180,045 43,035 1,224,735 Segment profit 232,629 76,676 28,297 337,602 Selling, general and administrative expenses (exclusive of depreciation and amortization) 198,864 Depreciation and amortization 100,903 Impairment of goodwill and other intangible assets 349,557 Related party expense 9,501 Interest expense, net 163,449 Debt modification and extinguishment costs 1,404 Sundry expense, net 969 Other expense, net 14,429 Net loss before income taxes $ (501,474) Year ended December 31, 2018 ITPS HS LLPS Total Revenue $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 Cost of revenue (exclusive of depreciation and amortization) 1,010,320 151,877 51,206 1,213,403 Segment profit 263,327 76,138 33,354 372,819 Selling, general and administrative expenses (exclusive of depreciation and amortization) 184,908 Depreciation and amortization 138,077 Impairment of goodwill and other intangible assets 48,127 Related party expense 12,403 Interest expense, net 155,991 Debt modification and extinguishment costs 1,067 Sundry income, net (3,271) Other income, net (3,030) Net loss before income taxes $ (161,453) The following table presents revenues by principal geographic area where the Company’s customers are located for the years ended December 31, 2020, 2019, and 2018. Years ended December 31, 2020 2019 2018 United States $ 1,057,006 $ 1,286,678 $ 1,347,516 EMEA 213,418 248,466 211,314 Other 22,138 27,193 27,392 Total Consolidated Revenue $ 1,292,562 $ 1,562,337 $ 1,586,222 |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2020 | |
Selected Quarterly Financial Results (Unaudited) | |
Selected Quarterly Financial Results (Unaudited) | 20. Selected Quarterly Financial Results (Unaudited) The following tables show a summary of the Company’s quarterly financial information for each of the four quarters of 2020 and 2019 (dollars in thousands, except per share data): Q1 2020 Q2 2020 Q3 2020 Q4 2020 Revenue: ITPS $ 284,112 $ 243,029 $ 234,365 $ 243,537 HS 64,049 49,166 54,209 51,623 LLPS 17,290 15,527 16,706 18,949 Total Revenue 365,451 307,722 305,280 314,109 Cost of revenue: ITPS 235,120 195,835 183,671 200,387 HS 44,931 36,148 39,444 39,394 LLPS 12,488 9,805 11,107 15,214 Cost of revenue (exclusive of depreciation and amortization) 292,539 241,788 234,222 254,995 Selling, general and administrative expenses (exclusive of depreciation and amortization) 50,374 47,014 42,837 45,879 Depreciation and amortization 23,185 22,847 22,095 25,826 Impairment of goodwill and other intangible assets — — — — Related party expense 1,551 1,146 1,360 1,324 Operating income (loss) (2,198) (5,073) 4,766 (13,915) Other expense (income), net: Interest expense, net 41,588 44,440 43,612 44,238 Debt modification and extinguishment costs — — — 9,589 Sundry expense (income), net 1,082 (899) (434) 98 Other expense (income), net (34,657) (584) (10,414) 10,867 Net loss before income taxes (10,211) (48,030) (27,998) (78,707) Income tax (expense) benefit (2,459) (661) (320) (10,144) Net loss (12,670) (48,691) (28,318) (88,851) Cumulative dividends for Series A Preferred Stock 1,440 (858) (976) (915) Net loss attributable to common stockholders $ (11,230) $ (49,549) $ (29,294) $ (89,766) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 49,065,055 49,169,556 49,170,477 49,172,037 Earnings per share: Basic and diluted $ (0.23) $ (1.01) $ (0.60) $ (1.82) Q1 2019 Q2 2019 Q3 2019 Q4 2019 Revenue: ITPS $ 325,172 $ 309,840 $ 292,607 $ 306,665 HS 61,343 63,440 62,132 69,806 LLPS 17,842 17,569 18,806 17,115 Total Revenue 404,357 390,849 373,545 393,586 Cost of revenue: ITPS 259,272 249,589 241,867 250,927 HS 40,341 43,353 42,717 53,634 LLPS 10,988 10,889 10,861 10,297 Cost of revenue (exclusive of depreciation and amortization) 310,601 303,831 295,445 314,858 Selling, general and administrative expenses (exclusive of depreciation and amortization) 49,677 51,162 48,347 49,678 Depreciation and amortization 26,624 24,779 25,079 24,421 Impairment of goodwill and other intangible assets — — 97,158 252,399 Related party expense 998 5,331 1,430 1,742 Operating income (loss) 16,457 5,746 (93,914) (249,512) Other expense (income), net: Interest expense, net 39,701 39,959 40,573 43,216 Debt modification and extinguishment costs — 1,404 — — Sundry expense (income), net 2,715 (1,311) 165 (600) Other expense, net 1,493 2,527 406 10,003 Net loss before income taxes (27,452) (36,833) (135,058) (302,131) Income tax (expense) benefit (4,720) (4,738) 3,769 (1,953) Net loss (32,172) (41,571) (131,289) (304,084) Cumulative dividends for Series A Preferred Stock (914) (914) (884) (597) Net loss attributable to common stockholders $ (33,086) $ (42,485) $ (132,173) $ (304,681) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 48,524,074 48,488,731 48,545,583 48,720,451 Earnings per share: — Basic and diluted $ (0.68) $ (0.88) $ (2.72) $ (6.27) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 21. Subsequent Events Reverse Stock Split On January 25, 2021, the Company filed a Certificate of Amendment of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Delaware, to effect a one Private Placement of Common Stock and Warrants On March 15, 2021, the Company entered into a securities purchase agreement with institutional investors for the purchase and sale of 9,731,819 shares of Common Stock at a price of $2.75 per share and warrants to purchase 9,731,819 shares of Common Stock at an exercise price of $4.00 per share. The warrants will be exercisable beginning on the calendar date following the six month anniversary of the closing and will expire five years from the date when first exercisable. The gross proceeds to Exela from this offering were approximately $26.8 million before deducting placement agent fees and other estimated offering expenses. The offering closed on March 18, 2021. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Company’s variable interest in Ex-Sigma: hold the Exela shares to be issued to SourceHOV as merger consideration upon the closing of the Novitex Business Combination and to invest in Exela immediately prior to the closing. Ex-Sigma 2 secured additional PIPE financing in the form of a $55.8 million loan (the “Margin Loan”) that was used to purchase additional common and preferred shares from the Company to help meet the minimum cash requirements needed to close the Novitex Business Combination. As a result of these transactions, the Company issued 28,304,167 shares of Common Stock to Ex-Sigma 2 at the closing, which represented approximately 54.9% ownership in the Company at that time and were pledged as collateral for the Margin Loan. The Company determined that Ex-Sigma was a variable interest entity and that the Company had a variable interest in Ex-Sigma through an expense reimbursement arrangement related to the Margin Loan and contained in the Consent, Waiver and Amendment dated June 15, 2017 by and among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., Novitex, Novitex Parent, L.P., Ex-Sigma, HOVS LLC and HandsOnFund 4 I, LLC, amending the Novitex Business Combination Agreement (the “Consent, Waiver and Amendment”). The Consent, Waiver and Amendment provided among other things for the Company to reimburse Ex-Sigma for costs and fees related to the maintenance of the Margin Loan, other than payments of principal, interest and original issue discount. The Company was not the primary beneficiary because the Company did not have the power to direct the activities that most significantly impacted the economic performance of Ex-Sigma. Accordingly, the Company did not consolidate the financial statements of Ex-Sigma and did not have any assets or liabilities related to Ex-Sigma and the Company did not have an investment in Ex-Sigma. The Company reaffirmed its assessment as of December 31, 2020. Ex-Sigma 2 paid off the balance of the Margin Loan as of December 31, 2019, and as such the maximum exposure to loss as a result of the Company’s involvement with Ex-Sigma is $0. Ex-Sigma 2 distributed the shares held by it during the first quarter of 2020 and is no longer a shareholder of Exela. Ex-Sigma and Ex-Sigma 2 ceased to be variable interest entities upon the distribution that occurred on February 21, 2020. |
Use of Estimates in Preparation of the Financial Statements | Use of Estimates in Preparation of the Financial Statements Estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition for multiple element arrangements, allowance for doubtful accounts, income taxes, depreciation, amortization, employee benefits, equity-based compensation, contingencies, goodwill, intangible assets, right of use assets and obligation, pension obligations, pension assets, fair value of assets and liabilities acquired in acquisitions, and asset and liability valuations. The Company regularly assesses these estimates and records changes in estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Reverse Stock Split | Reverse Stock Split On January 25, 2021, we effected a one Giving effect to the Reverse Split the Company’s issued outstanding December 31, 2020 2019 |
Going Concern | Going Concern Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Substantial Doubt Raised In performing the first step of the evaluation, we concluded that the following conditions raised substantial doubt about our ability to continue as a going concern: ● history of net losses of $178.5 million and $509.1 million for the years ended December 31, 2020 and 2019, respectively. This is after considering a gain of $35.5 million on the sale of SourceHOV Tax, LLC and a gain of $8.7 million on the sale of our physical record storage and logistics business each recognized during the year ended December 31, 2020, and including goodwill and other intangible asset impairment of $349.6 million, for the year ended December 31, 2019 ; ● net operating cash outflow of $29.8 million and $63.9 million in 2020 and 2019, respectively ; ● working capital deficits of $131.4 million as of December 31, 2020 and $147.1 million as of December 31, 2019 ; ● significant cash payments for interest on our long-term debt of $152.7 million in 2020 and a similar amount expected in 2021; ● a liability incurred of $60.7 million for the Appraisal Action (as described further in Note 14); ● a requirement that the Company maintain a minimum of $35.0 million in liquidity , at all times, to not be in default of the First Lien Credit Agreement, dated as of July 12, 2017, as amended and restated as of July 13, 2018 and as further amended and restated as of April 16, 2019 (the “Prior Credit Agreement” and as further amended and restated as of May 18, 2020, the “Credit Agreement”); and ● an adverse impact on the results of operations, financial condition and liquidity related to effect of COVID-19 pandemic. Furthermore, under the terms of each of the Prior Credit Agreement, and the Indenture and First Supplemental Indenture (collectively, the “Indenture”), dated July 12, 2017, the Company was required to deliver to its lenders and bondholders the December 31, 2019 audited financial statements by April 14, 2020, which the Company failed to do. Such failure was an event of default under the Prior Credit Agreement if not cured within 30 days of receiving a notice of default. The Company received such notice on April 15, 2020. Additionally, under the terms of the A/R Facility (as described in Note 5), the Company was required to furnish to each lender the December 31, 2019 audited financial statements by May 11, 2020, which the Company failed to do. On May 18, 2020, the Company amended the Prior Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. On May 21, 2020, the Company also amended the A/R Facility to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. The Company satisfied its delivery requirements with respect to its audited financial statements for December 31, 2019 on June 9, 2020 and its quarterly financial statement for the quarter ended March 31, 2020 on June 29, 2020. During the second quarter of 2020, both the Prior Credit Agreement and the A/R Facility were amended, as discussed further below in Consideration of Management’s Plans. Consideration of Management’s Plans In performing the second step of this assessment, we are required to evaluate whether it is probable that our plans will be effectively implemented within one year after the financial statements are issued and whether it is probable those plans will alleviate the substantial doubt raised about our ability to continue as a going concern. As of March 18, 2021, the Company had $54.1 million of liquidity, comprised of available cash of $34.4 million and availability under borrowing facilities of $19.7 million. This excludes an add back for certain fees, costs and expenses incurred by the Company relating to the Credit Agreement and the receivables financings of approximately $20.1 million which is otherwise permitted under the definition of minimum liquidity in the Credit Agreement. The Company has undertaken the following plans and actions, since substantial doubt about our ability to continue as a going concern was initially raised in the December 31, 2019 financial statements, to improve our available cash balances, liquidity and cash generated flows from operations, over the twelve month period from the date the financial statements are issued, as follows: ● On January 10, 2020, certain subsidiaries of the Company entered into a $160.0 million accounts receivables financing facility with a five-year term (as amended, the “A/R Facility”). The Company used the proceeds of the initial borrowings to repay outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. No amounts are outstanding under this facility. ● On March 16, 2020, the Company and its indirect wholly owned subsidiaries, Merco Holdings, LLC and SourceHOV Tax, LLC entered into a Membership Interest Purchase Agreement with Gainline Source Intermediate Holdings LLC at which time Gainline Source Intermediate Holdings LLC acquired all of the outstanding membership interests of SourceHov Tax for $40.0 million, which was adjusted downwards by $2.0 million in accordance with the purchase agreement, which can be used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in our business or to make certain investments and acquisitions as permitted by the Credit Agreement. ● On March 23, 2020, in response to the potential impact of the COVID-19 pandemic, the Company implemented a freeze on increases to base salaries and wages unless contractually mandated. Additionally, in connection with the incentive program administered by the Company for hourly, non-exempt employees, a new maximum was put in place to limit the amount of incentives that could be earned in any given two (2) week pay period. ● On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. 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 and technical corrections to tax depreciation methods for qualified improvement property. The refundable payroll tax credits and deferment of employer side social security payments provisions of the CARES Act will benefit the Company’s liquidity by $27.9 million. The Company is required to remit previously deferred employer side social security payments in two equal installments, due December 31, 2021 and December 31, 2022, respectively. ● On May 18, 2020, the Company amended the Prior Credit Agreement, which requires the Company to maintain a minimum liquidity of $35.0 million. However, the definition of minimum liquidity in the Credit Agreement allows the Company to add back certain fees, costs and expenses incurred by the Company relating to the Credit Agreement and the receivables financings of approximately $19.2 million. ● On July 22, 2020 the Company completed the sale of its physical records storage and logistics business for a purchase price of $12.3 million, which can be used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in our business or to make certain investments and acquisitions as permitted by the Credit Agreement. ● On December 17, 2020, certain subsidiaries of the Company closed on a $145.0 million securitization facility (the “Securitization Facility”) with a five year term. Borrowings under the Securitization Facility are subject to an improved borrowing base definition that consists of receivables and, subject to contribution, further supported by inventory and intellectual property, in each case, subject to certain eligibility criteria, concentration limits and reserves. On December 17, 2020 the Company made the initial borrowing of approximately $92.0 million under the Securitization Facility and used a portion of the proceeds to repay the A/R Facility, which terminated on such date. ● In December 2020, the Company decided to close one of its production facilities. It also limited discretionary bonus payments to certain corporate and production personnel. In January 2021, the Company completed a furlough program mostly impacting corporate positions. These initiatives are expected to result in costs saving of $32.5 million through March 31, 2022. ● On March 15, 2021, the Company completed a private placement of common stock and warrants. The net proceeds to the Company were $25.2 million. Substantial Doubt Alleviated The Company has had a history of negative trends in its financial condition and operating results as well as recent noncompliance with covenants with certain of its lenders. However, despite these conditions, the Company believes management’s plans and actions to date, as described fully above, will provide sufficient liquidity to meet its financial obligations and further, maintain levels of liquidity as specifically required under the Credit Agreement and the Securitization Facility. Therefore, management concluded these plans alleviate the substantial doubt that was raised about our ability to continue as a going concern for at least twelve months from the date that the financial statements were issued. Future Plans and Other Considerations The Securitization Facility provides for an initial funding of approximately $92.0 million supported by the receivables portion of the borrowing base and, subject to contribution, a further funding of approximately $53.0 million supported by inventory and intellectual property. Our plans to further enhance liquidity, which were not considered for the purposes of our assessment of whether substantial doubt is alleviated, include the potential sale of certain non-core assets that are not central to the Company’s long-term strategic vision, and any potential action with respect to these operations would be intended to allow the Company to better focus on its core businesses. The Company has retained financial advisors to assist with the sale of select assets. The Company expects to use the potential net proceeds from this initiative for the paydown of debt. Additionally, as discussed in Note 14, the petitioners in the Appraisal Action have filed additional actions to recognize the judgment against SourceHOV, which is a subsidiary without assets to satisfy the judgement. The Company does not expect these actions to be resolved and a settlement of liability recorded for the Appraisal Action to be made within twelve months from the date the financial statements were issued. Our plans are subject to inherent risks and uncertainties, which become significantly magnified when the effects of the current pandemic and related financial uncertainty are included in the assessment. Accordingly, there can be no assurance that our future plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. |
Segment Reporting | Segment Reporting The Company consists of the following three segments: 1. Information & Transaction Processing Solutions (“ITPS”). 2. Healthcare Solutions (“HS”). 3. Legal and Loss Prevention Services (“LLPS”). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments with original maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. The Company holds cash and cash equivalents at major financial institutions, which often exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to bank depository concentration. Certificates of deposit and fixed deposits whose original maturity is greater than three months and one year or less are classified as short-term investments, and certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assets in the consolidated balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appear in the investing section of the consolidated statements of cash flows. |
Obligation For Claim Payment | Obligation for Claim Payment As part of the Company's legal claims processing service, the Company holds cash for various settlement funds once the fund is in the wind down stage and claims have been paid. The cash is used to pay tax obligations and other liabilities of the settlement funds. The Company has recorded a liability for the settlement funds received, which is included in Obligation for claim payment in the consolidated balance sheets, of $29.3 million and $39.1 million at December 31, 2020 and 2019, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoice amount less an estimate made for doubtful accounts. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Company specifically analyzes accounts receivable and historical bad debts, customer credit-worthiness, current economic trends, and changes in customer payment terms and collection trends when evaluating the adequacy of its allowance for doubtful accounts. The Company writes off accounts receivable balances against the allowance for doubtful accounts, net of any amounts recorded in deferred revenue, when it becomes probable that the receivable will not be collected. |
Inventories | Inventories Our inventories primarily include heavy-duty scanners and related parts, toner, paper stock, envelopes and postage supplies. Inventories are stated at the lower of cost or net realizable values and include the cost of raw materials, labor, and purchased subassemblies. Cost is determined using the weighted average method. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method (which approximates the use of the assets) over the estimated useful lives of the assets. When these assets are sold or otherwise disposed of, the asset and related depreciation is relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. Repair and maintenance costs are expensed as incurred. |
Intangible Assets | Intangible Assets Customer Relationships Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 Trade Names The Company has determined that its trade name intangible assets are indefinite-lived assets and therefore are not subject to amortization. Trade names are tested for impairment as per the Company’s policy for impairment of indefinite-lived assets. Trademarks The Company has determined that its trademark intangible assets resulting from acquisitions are definite-lived assets and therefore are subject to amortization. The Company amortizes such trademarks on a straight-line basis over the estimated useful life, which is typically one year. As of December 31, 2020 these trademarks were fully amortized. Developed Technology The Company has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Company in providing solutions to customers and is recorded as an intangible asset. The Company amortizes developed technology on a straight-line basis over the estimated useful life, which is typically 5 to 8.5 years. Capitalized Software Costs The Company capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed Intangibles—Goodwill and Other— Internal-Use Software 3 Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight-line basis over the estimated contract term. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment activities and can be separated into two principal categories: contract commissions and set-up/fulfillment costs. Contract fulfillment costs are capitalized only if they are directly attributable to a specifically anticipated future contract; represent the enhancement of resources that will be used in satisfying a future performance obligation (the services under the anticipated contract); and are expected to be recovered. Non-compete Agreements The Company acquired certain non-compete agreements in connection with the Novitex Business Combination. These were related to four Novitex executives that were terminated following the acquisition. As of December 31, 2020 these agreements were fully amortized. Assembled Workforce The Company acquired an assembled workforce in an asset purchase transaction in the fourth quarter of 2018. The Company recognized an intangible asset for the acquired assembled workforce and amortizes the asset on a straight-line basis over the estimated useful life of four years |
Impairment of Indefinite-Lived Assets | Impairment of Indefinite-Lived Assets The Company conducts its annual indefinite-lived assets impairment tests on October 1st of each year for its indefinite-lived assets, or more frequently if indicators of impairment exist. When performing the impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. A quantitative assessment requires comparison of fair value of the asset to its carrying value. If carrying value of the indefinite-lived assets exceeds fair value, the Company recognizes an impairment loss by an amount which is equal to the excess of carrying value over fair value. The Company utilizes the Income Approach, specifically the Relief-from-Royalty method, which has the basic tenet that a user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of trade names. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including finite-lived trade names, trademarks, customer relationships, developed technology, capitalized software costs, outsourced contract costs, acquired software, workforce, and property, plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows based in part on the financial results and the expectation of future performance. The Company did not record any material impairment related to its property, plant, and equipment, customer relationships, trademarks, developed technology, capitalized software cost, assembled workforce or outsourced contract costs for the years ended December 31, 2020, 2019, and 2018. |
Goodwill | Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company's reporting units are at the operating segment level, which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Company conducts its annual goodwill impairment tests on October 1st of each year, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. If a qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would be required to perform a quantitative impairment analysis for goodwill. The quantitative analysis requires a comparison of fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company uses a combination of the Guideline Public Company Method of the Market Approach and the Discounted Cash Flow Method of the Income Approach to determine the reporting unit fair value. Refer to Note 9- Intangible Assets and Goodwill |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities As required by ASC 815— Derivatives and Hedging The Company's objective in using interest rate derivatives is to manage its exposure to variable interest rates related to its term loan under the Credit Agreement. In order to accomplish this objective, in November 2017, the Company entered into a three year, one-month LIBOR interest rate contract with a notional amount of $347.8 million. The contract will mitigate the variable interest rate risk related to the LIBOR with a fixed interest rate paid semi-annually starting January 12, 2018. The following table summarizes the Company’s interest rate swap positions as of December 31, 2020: December 31, 2020 Effective Maturity (In Millions) Weighted Average date date Notional Amount Interest Rate 1/12/2018 1/12/2021 $ 328.1 1.9275 % The interest rate swap, which is used to manage the Company's exposure to interest rate movements and other identified risks, was not designated as a hedge. As such, the change in the fair value of the derivative is recorded directly in other income (expense), net. Other income (expense), net includes a gain of $0.4 million and a loss of $4.3 million related to the change in fair value of the interest rate swap for the years ended December 31, 2020 and 2019, respectively. Fair value of interest rate swap is recorded in the accrued liabilities on the consolidated balance sheet. |
Benefit Plan Accruals | Benefit Plan Accruals The Company has defined benefit plans in the U.K and Germany, under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Company records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. |
Leases | Leases The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheet. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company's consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date, and exclude lease incentives. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease terms include options extend terminate the Finance lease ROU assets are amortized over the lease term or the useful life of the asset, whichever is shorter. The amortization of finance lease ROU assets is recorded in depreciation expense in the consolidated statements of operations. For operating leases, we recognize expense for lease payments on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all equity-classified awards under stock-based compensation plans at their “fair value.” This fair value is measured at the fair value of the awards at the grant date and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the awards on the grant date is determined using the stock price on the respective grand date in the case of restricted stock units and using an option pricing model in the case of stock options. The expense resulting from share-based payments is recorded in Selling, general and administrative expense in the accompanying consolidated statements of operations. |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers Nature of Services Our primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. Our promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. We allocate the variable fees to the single performance obligation charged to the distinct service period in which we have the contractual right to bill under the contract. Disaggregation of Revenues The following tables disaggregate revenue from contracts by geographic region and by segment for the years ended December 31, 2020, 2019, and 2018: Years Ended December 31, 2020 2019 2018 ITPS HS LLPS Total ITPS HS LLPS Total ITPS HS LLPS Total U.S.A. $ 769,487 $ 219,047 $ 68,472 $ 1,057,006 $ 958,625 $ 256,721 $ 71,332 $ 1,286,678 $ 1,034,941 $ 228,015 $ 84,560 $ 1,347,516 EMEA 213,418 — — 213,418 248,466 — — 248,466 211,314 — — 211,314 Other 22,138 — — 22,138 27,193 — — 27,193 27,392 — — 27,392 Total $ 1,005,043 $ 219,047 $ 68,472 $ 1,292,562 $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2020 and 2019: December 31, December 31, Accounts receivable, net $ 206,868 $ 261,400 Deferred revenues 16,919 16,621 Customer deposits 21,277 27,765 Costs to obtain and fulfill a contract 3,295 4,977 Accounts receivable, net includes $23.2 million and $34.1 million as of December 31, 2020 and 2019, respectively, representing amounts not billed to customers. We have accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers. Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where we received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. We recognized revenue of $14.4 million during the year ended December 31, 2020 that had been deferred as of December 31, 2019. Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight-line basis over the estimated benefit period. We recognized $2.4 million and $2.9 million of amortization for these costs in 2020 and 2019, respectively, within depreciation and amortization expense. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment and can be separated into two principal categories: contract commissions and fulfillment costs. Applying the practical expedient Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed. Performance Obligations At the inception of each contract, we assess the goods and services promised in our contracts and identify each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we estimate our expected costs of satisfying a performance obligation and add an appropriate margin for that distinct good or service. We also use the adjusted market approach whereby we estimate the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, we consider the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of our software implementation performance obligations are satisfied at a point in time, typically when customer acceptance is obtained. When evaluating the transaction price, we analyze, on a contract-by-contract basis, all applicable variable consideration. The nature of our contracts give rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We do not anticipate significant changes to our estimates of variable consideration. We include reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue. Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under ASC 606, we did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one distinct services that are substantially the same and have the same pattern of transfer over time, with the corresponding remaining performance obligations as of December 31, 2020 in each of the future periods below: Estimated Remaining Fixed Consideration for Unsatisfied 2021 $ 54,229 2022 35,692 2023 29,022 2024 26,849 2025 27,144 2026 and thereafter — Total $ 172,936 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs expensed for the years ended December 31, 2020, 2019, and 2018 were $1.1 million, $1.7 million, and $2.0 million, respectively. |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2020, 2019, and 2018, were $0.7 million, $1.1 million, and $0.9 million, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes by using the asset and liability method. The Company accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to uncertain tax positions in income tax benefit/(expense) in the consolidated statements of operations. Deferred income taxes are recognized on the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as determined under tax laws and rates. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. Due to numerous ownership changes, the Company is subject to limitations on existing net operating losses under Section 382 of the Internal Revenue Code (the “Code”). Accordingly, valuation allowances have been established against a portion of the net operating losses to reflect estimated Section 382 limitations. The Company also considered the realizability of net operating losses not limited by Section 382. The Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets are more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are likely to be realized. Therefore, partial valuation allowances were established against a portion of the Company’s deferred tax assets. In the event the Company determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the net deferred tax assets would be recognized as a component of income tax expense through continuing operations. The Company engages in transactions (i.e. acquisitions) in which the tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Therefore, judgment is required by the Company in assessing and estimating the tax consequences of these transactions. While the Company’s tax returns are prepared and based on the Company’s interpretation of tax laws and regulations, in the normal course of business the tax returns are subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional tax, interest and penalties. For purposes of the Company’s income tax provision, a tax benefit is not recognized if the tax position is not more likely than not to be sustained based solely on its technical merits. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Refer to Note 12 - Income Taxes |
Loss Contingencies | Loss Contingencies The Company reviews the status of each significant matter, if any, and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to loss contingencies, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to its pending claims and litigation, and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position of the Company. The Company’s liabilities exclude any estimates for legal costs not yet incurred associated with handling these matters. |
Operations | Operations A portion of the Company’s labor and operations is situated outside of the United States in India and other locations. The carrying value of long-lived assets that are situated outside of the United States is approximately $31.2 million and $33.7 million as of December 31, 2020 and 2019, respectively. |
Foreign Currency Translation | Foreign Currency Translation The functional currency for the Company’s production operations located in India, Philippines, China, and Mexico is the United States dollar. Included in other expense as Sundry expense (income), net in the consolidated statements of operations are net exchange gain of $0.4 million, $0.5 million and $1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company has determined all other international subsidiaries’ functional currency is the local currency. These assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. |
Beneficial Conversion Feature | Beneficial Conversion Feature The Company's Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) contains a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of Common Stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of Common Stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. As a result of the occurrence of events meeting the definition of a “Fundamental Change” as defined in the Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock of the Company during the period, the Company recognized the entire dividend equivalent of $16.4 million as of December 31, 2017. There was no dividend equivalent recognized in 2018, 2019 and 2020. |
Net Loss per Share | Net Loss per Share Earnings per share (“EPS”) is computed by dividing net loss available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock, using the more dilutive of the two-class method and if-converted method in periods of earnings. The two class method is an earnings allocation method that determines earnings per share (when there are earnings) for Common Stock and participating securities. The if-converted method assumes all convertible securities are converted into Common Stock. Diluted EPS excludes all dilutive potential shares of Common Stock if their effect is anti-dilutive. As the Company experienced net losses for the periods presented, the impact of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) was calculated using the if-converted method. As of December 31, 2020, the outstanding shares of the Company’s Series A Preferred Stock, if converted would have resulted in an additional 1,404,621 shares of Common Stock outstanding, however, they were not included in the computation of diluted loss per share as their effects were anti-dilutive. The Company was originally incorporated as a special purpose acquisition company under the name Quinpario Acquisition Corp 2 (“Quinpario”), which changed its name to Exela Technologies, Inc. in July 2017. The Company has not included the effect of 35,000,000 warrants sold in the Quinpario Initial Public Offering (“IPO”) or the effect of the aggregate number of shares issuable pursuant to outstanding restricted stock units and options of 1,662,155, 1,749,002 and 1,487,866, respectively in the calculation of diluted loss per share for the years ended December 31, 2020, 2019 and 2018 as their effects were anti-dilutive (i.e. reduces the net loss per share). The components of basic and diluted EPS are as follows. All shares and per share amounts have been adjusted for a one Year Ended December 31, 2020 2019 2018 Net loss attributable to common stockholders (A) $ (179,839) $ (512,425) $ (173,461) Weighted average common shares outstanding - basic and diluted (B) 49,144,429 48,572,979 49,257,696 Loss Per Share: Basic and diluted (A/B) $ (3.66) $ (10.55) $ (3.52) The weighted average common shares outstanding - basic and diluted, in the table above, exclude in each case the 1,523,578 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action (as defined and described further in Note 14 below) which became treasury stock, but which were included in the number of shares of Common Stock outstanding as of December 31, 2019 and 2018. |
Business Combinations | Business Combinations The Company includes the results of operations of the businesses acquired as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. |
Fair Value Measurements | Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Refer to Note 15 — Fair Value Measurement |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company maintains its cash and cash equivalents and certain other financial instruments with highly rated financial institutions and limits the amount of credit exposure with any one financial institution. From time to time, the Company assesses the credit worthiness of its customers. Credit risk on trade receivables is minimized because of the large number of entities comprising the Company’s client base and their dispersion across many industries and geographic areas. The Company generally has not experienced any material losses related to receivables from any individual customer or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable, net. The Company does not have any significant customers that account for 10% or more of the total consolidated revenues. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective March 12, 2020, the Company adopted Accounting Standards Update (“ASU”) no. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Effective March 9, 2020, the Company adopted ASU no. 2020-03, Codification Improvements to Financial Instruments Effective January 1, 2020, the Company adopted ASU no. 2018-13, Fair Value Measurement (Topic 82 entity makes, the uncertainty in the fair value measurements as of the reporting date, and how changes in fair value measurements affect an entity’s performance and cash flows. The adoption had no material impact on the Company's consolidated results of operations, cash flows, financial position or disclosures. Effective January 1, 2020, the Company adopted ASU no. 2018-14, “ Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans Effective January 1, 2020, the Company adopted ASU no. 2018-15, Intangibles, Goodwill, and Other - Internal Use Software (Subtopic 350-40): Customer's accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract. Effective January 1, 2019, the Company adopted ASU no. 2016-02, Leases (ASC 842). ● Not to record leases with an initial term of 12 months or less on the balance sheet; and ● Not to reassess the (1) definition of a lease, (2) lease classification, and (3) initial direct costs for existing leases during transition. The adoption had a material impact on the Company's consolidated balance sheets, but did not have a material impact on the Company's consolidated statements of operations and consolidated statements of cash flows. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while the Company's accounting for finance leases remained substantially unchanged. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) no. 2014-09, Revenue from Contracts with Customers (ASC 606). Under ASU 2014-09, revenue is recognized based on a five-step model. The core principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this standard using the modified retrospective approach applied to those contracts that were not completed as of January 1, 2018. The results for the reporting period beginning after January 1, 2018 are presented in accordance with the new standard, although historical information has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. The adoption of ASC 606 had a material impact on the Company's financial position, results of operations and cash flows as of or for the period ended December 31, 2019, primarily due to the change in contract costs capitalization criteria. However, we expect the impact of the adoption of the new standard will be immaterial to our results of operations on an ongoing basis. The cumulative effect of accounting change recognized was $12.8 million recorded as an increase to beginning balance of accumulated deficit. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU no. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Financial Instruments—Credit Losses (Topic 326) Codification Improvements to Topic 326, Financial Instruments—Credit Losses In December 2019, the FASB issued ASU no. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes, In August 2020, the FASB issued ASU no. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
COVID 19 | |
Impact of COVID-19 | Impact of COVID-19 Our global operations continue to expose us to risks associated with the coronavirus pandemic (“COVID-19”), which continues to result in challenging operating environments and has affected almost all of the countries and territories in which we operate. Authorities across the world have implemented measures like travel bans, quarantines, curfews, restrictions on public gatherings, shelter in place orders, business shutdowns and closures to control the spread of COVID-19. These measures, alongside the virus itself, have impacted, and we expect will continue to impact, us, our customers, suppliers and other third parties with whom we do business, as well as the global economy, demand for our services and spending across many sectors, as a whole. While some jurisdictions have now started to implement plans for reopening, there are others which had to return to restrictions due to increased spread of COVID-19. The Company is dependent on its workforce to deliver its solutions and services. While we have developed and implemented health and safety protocols, business continuity plans and crisis management protocols in an effort to try to mitigate the negative impact of COVID-19, restrictions such as shutdowns, social distancing and stay-at-home orders in various jurisdictions have impacted and will continue to impact the Company’s ability to deploy its workforce effectively. A part of our workforce has now started to operate from offices and delivery centers, but many are still operating in a remote work environment. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and the extent to which COVID-19 will ultimately impact the Company’s business depends upon various dynamic factors which are difficult to be predicted reliably. Management continues to actively monitor the global situation and its impact on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the continuous evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to fully estimate adverse effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of interest rate swap positions | December 31, 2020 Effective Maturity (In Millions) Weighted Average date date Notional Amount Interest Rate 1/12/2018 1/12/2021 $ 328.1 1.9275 % |
Schedule of disaggregated revenue from contracts by geographic region and by segment | Years Ended December 31, 2020 2019 2018 ITPS HS LLPS Total ITPS HS LLPS Total ITPS HS LLPS Total U.S.A. $ 769,487 $ 219,047 $ 68,472 $ 1,057,006 $ 958,625 $ 256,721 $ 71,332 $ 1,286,678 $ 1,034,941 $ 228,015 $ 84,560 $ 1,347,516 EMEA 213,418 — — 213,418 248,466 — — 248,466 211,314 — — 211,314 Other 22,138 — — 22,138 27,193 — — 27,193 27,392 — — 27,392 Total $ 1,005,043 $ 219,047 $ 68,472 $ 1,292,562 $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 |
Schedule of contract balances | December 31, December 31, Accounts receivable, net $ 206,868 $ 261,400 Deferred revenues 16,919 16,621 Customer deposits 21,277 27,765 Costs to obtain and fulfill a contract 3,295 4,977 |
Schedule of estimated remaining fixed consideration for unsatisfied performance obligations | Estimated Remaining Fixed Consideration for Unsatisfied 2021 $ 54,229 2022 35,692 2023 29,022 2024 26,849 2025 27,144 2026 and thereafter — Total $ 172,936 |
Schedule of components of basic and diluted EPS | Year Ended December 31, 2020 2019 2018 Net loss attributable to common stockholders (A) $ (179,839) $ (512,425) $ (173,461) Weighted average common shares outstanding - basic and diluted (B) 49,144,429 48,572,979 49,257,696 Loss Per Share: Basic and diluted (A/B) $ (3.66) $ (10.55) $ (3.52) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventories | |
Schedule of inventories | December 31, 2020 2019 Work in process $ 961 $ 1,903 Finished goods 12,312 14,914 Supplies and parts 5,473 6,491 Less: Allowance for obsolescence (4,432) (4,261) 14,314 19,047 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Receivable. | |
Schedule of accounts receivable, net | December 31, 2020 2019 Billed receivables $ 179,696 $ 222,168 Unbilled receivables 23,210 34,135 Other 9,609 10,072 Less: Allowance for doubtful accounts (5,647) (4,975) $ 206,868 $ 261,400 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | December 31, 2020 2019 Prepaids $ 30,459 $ 23,243 Deposits 632 420 $ 31,091 $ 23,663 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Schedule of balance sheet location | Company’s ROU assets and lease liabilities as of December 31, 2020 recorded on the consolidated balance sheet are as follows: December 31, December 31, 2020 2019 Balance sheet location: Operating Lease Operating lease right-of-use assets, net $ 68,861 $ 93,627 Current portion of operating lease liabilities 18,349 25,345 Operating lease liabilities, net of current portion 56,814 73,282 Finance Lease Finance lease right-of-use assets, net (included in property, plant and equipment, net) 17,164 30,835 Current portion of finance lease liabilities 12,231 13,788 Finance lease liabilities, net of current portion 13,287 20,272 Supplemental balance sheet information related to leases is as follows: December 31, December 31, 2020 2019 Weighted-average remaining lease term Operating leases 4.8 Years 4.8 Years Finance leases 3.7 Years 3.2 Years Weighted-average discount rate Operating leases 11.9% 10.5% Finance leases 10.7% 9.1% |
Schedule of maturities of operating lease liabilities | Finance Operating Leases Leases 2021 $ 14,339 $ 25,733 2022 6,569 21,800 2023 3,700 15,944 2024 3,276 12,412 2025 2,061 8,648 2026 and thereafter — 15,297 Total lease payments 29,945 99,834 Less: Imputed interest (4,427) (24,671) Present value of lease liabilities $ 25,518 $ 75,163 |
Schedule of maturities of finance lease liabilities | Finance Operating Leases Leases 2021 $ 14,339 $ 25,733 2022 6,569 21,800 2023 3,700 15,944 2024 3,276 12,412 2025 2,061 8,648 2026 and thereafter — 15,297 Total lease payments 29,945 99,834 Less: Imputed interest (4,427) (24,671) Present value of lease liabilities $ 25,518 $ 75,163 |
Schedule of cash paid and lease recognition | Year Ended Year Ended December 31, 2020 December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 34,193 $ 50,398 Financing cash flows from finance leases 12,925 20,860 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 23,644 19,127 Finance leases 4,372 10,731 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment, Net | |
Schedule of property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation and amortization | Estimated Useful Lives December 31, (in Years) 2020 2019 Land N/A $ 6,903 $ 6,884 Buildings and improvements 7 – 40 20,688 20,288 Leasehold improvements Shorter of life of improvement or lease term 39,797 47,036 Vehicles 5 – 7 337 531 Machinery and equipment 5 – 15 22,991 28,489 Computer equipment and software 3 – 8 99,434 92,500 Furniture and fixtures 5 – 15 8,599 9,440 Finance lease right-of-use assets Shorter of life of the asset or lease term 82,862 85,464 281,611 290,632 Less: Accumulated depreciation and amortization (193,760) (176,995) Property, plant and equipment, net $ 87,851 $ 113,637 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangibles Assets and Goodwill | |
Schedule of intangible assets | Weighted Average December 31, 2020 Remaining Useful Life Gross Carrying Accumulated Intangible (in Years) Amount (a) Amortization Asset, net Customer relationships 10.2 $ 508,485 $ (278,306) $ 230,179 Developed technology 3.4 88,553 (87,111) 1,442 Trade names (b) Indefinite-lived 8,400 (3,100) 5,300 Outsource contract costs 3.3 16,331 (13,036) 3,295 Internally developed software 3.7 47,182 (20,152) 27,030 Assembled workforce 2 4,473 (2,237) 2,236 Purchased software 13 26,749 (3,567) 23,182 Intangibles, net $ 700,173 $ (407,509) $ 292,664 Weighted Average December 31, 2019 Remaining Useful Life Gross Carrying Accumulated Intangible (in Years) Amount (a) Amortization Asset, net Customer relationships 10.9 $ 508,074 $ (237,313) $ 270,761 Developed technology 4.3 89,053 (87,109) 1,944 Trade names (b) Indefinite-lived 8,400 (3,100) 5,300 Outsource contract costs 3.3 16,726 (11,749) 4,977 Internally developed software 4.2 43,261 (12,129) 31,132 Trademarks 1 23,378 (23,370) 8 Assembled workforce 3 4,473 (1,118) 3,355 Purchased software 14 26,749 (1,783) 24,966 Intangibles, net $ 720,114 $ (377,671) $ 342,443 (a) Amounts include intangibles acquired in business combinations and asset acquisitions . (b) The carrying amount of trade names for 2020 and 2019 is net of accumulated impairment losses of $44.1 million, of which $1.0 million was recognized in 2019. Carrying amount of $5.3 million as at December 31, 2020 represents indefinite-lived intangible asset. |
Schedule of estimated intangibles amortization expense | Estimated Amortization Expense 2021 $ 51,120 2022 46,627 2023 38,108 2024 30,528 2025 23,106 Thereafter 98,237 $ 287,726 |
Schedule of goodwill by reporting segment | Balances as at January 1, 2019 (a) Additions Impairments Currency Translation Adjustments Balances as at December 31, 2019 (a) ITPS $ 571,575 $ — $ (317,525) $ 70 $ 254,120 HS 86,786 — — — 86,786 LLPS 49,897 — (31,032) — 18,865 Total $ 708,258 $ — $ (348,557) $ 70 $ 359,771 Balances as at January 1, 2020 (a) Additions Impairments Currency Translation Adjustments Balances as at December 31, 2020 (a) ITPS 254,120 — — 10 254,130 HS 86,786 — — — 86,786 LLPS 18,865 — — — 18,865 Total $ 359,771 $ — $ — $ 10 $ 359,781 (a) The goodwill amount for all periods presented is net of accumulated impairment amount as at December 31, 2018. Accumulated impairment is $212.3 million relating to LLPS as at December 31, 2018 and $317.5 million and $243.4 relating to ITPS and LLPS, respectively, as at December 31, 2020. ITPS and HS reporting segments had negative equity and LLPS reporting segment had positive equity as at October 1, 2020, the date of the annual impairment test. |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities and Other Long-Term Liabilities | |
Schedule of accrued liabilities | December 31, 2020 2019 Accrued taxes (exclusive of income taxes) $ 12,953 $ 9,608 Accrued lease exit obligations 270 1,127 Accrued professional and legal fees 33,897 33,421 Accrued appraisal action liability 60,654 56,412 Accrued legal reserve for pending litigation 15,146 5,669 Accrued transaction costs 2,739 2,250 Other accruals 740 13,066 $ 126,399 $ 121,553 |
Schedule of other Long-term liabilities | December 31, 2020 2019 Deferred revenue $ 542 $ 339 Accrued rent 449 669 Accrued lease exit obligations 195 136 Accrued compensation expense 1,897 2,075 Cares Act payroll tax deferrals 7,183 — Other 3,358 3,743 $ 13,624 $ 6,962 |
Long-Term Debt and Credit Fac_2
Long-Term Debt and Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt and Credit Facilities | |
Schedule of outstanding long-term debt instruments | December 31, 2020 2019 Other (a) $ 37,653 30,232 First lien credit agreement (b) 343,597 360,583 Senior secured notes (c) 984,216 979,060 Secured borrowings under Securitization Facility 91,947 — Revolver 80,543 65,000 Total debt 1,537,956 1,434,875 Less: Current portion of long-term debt (39,952) (36,490) Long-term debt, net of current maturities $ 1,498,004 $ 1,398,385 (a) Other debt represents outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans and receivables factoring arrangement entered into by subsidiaries of the Company. (b) Net of unamortized original issue discount and debt issuance costs of $4.8 million and $17.1 million as of December 31, 2020 and $6.5 million and $18.9 million as of December 31, 2019. (c) Net of unamortized original issue discount and debt issuance costs of $11.3 million and $4.5 million as of December 31, 2020 and $14.9 million and $6.0 million as of December 31, 2019. |
Schedule of maturities of long-term debt | Maturity 2021 $ 39,952 2022 115,000 2023 1,325,741 2024 2,923 2025 91,947 Thereafter — Total long-term debt 1,575,563 Less: Unamortized discount and debt issuance costs (37,607) $ 1,537,956 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of income/ (loss) before income taxes | Year Ended December 31, 2020 2019 2018 United States $ (158,187) $ (511,165) $ (180,245) Foreign (6,760) 9,691 18,792 $ (164,947) $ (501,474) $ (161,453) |
Schedule of provision for federal, state, and foreign income taxes | Year Ended December 31, 2020 2019 2018 Federal Current $ — $ (1,308) $ 1,308 Deferred 480 (3,879) (2,006) State Current 1,325 2,255 390 Deferred 1,542 (807) 2,339 Foreign Current 4,318 5,770 3,435 Deferred 5,919 5,611 2,887 Income Tax Expense $ 13,584 $ 7,642 $ 8,353 |
Schedule of income tax reconciliation | Year Ended December 31, 2020 2019 2018 Tax at statutory rate $ (34,639) $ (105,310) $ (33,905) Add (deduct) State income taxes (5,234) (7,666) (6,557) Foreign income taxes (516) 4,390 1,228 Nondeductible goodwill impairment — 61,699 9,002 Permanent differences 218 1,275 2,542 Litigation settlement 71 3,310 608 Changes in valuation allowance 53,115 30,064 19,433 Unremitted earnings (275) 1,604 4,735 GILTI Inclusion (4,996) 3,772 2,289 Expiration of tax attributes 4,944 10,807 8,353 Other 896 3,697 625 Income Tax Expense $ 13,584 $ 7,642 $ 8,353 |
Schedule of components of deferred income tax liabilities and assets | Year Ended December 31, 2020 2019 Deferred income tax liabilities: Book over tax basis of intangible assets and fixed assets $ (65,724) $ (77,088) Unremitted foreign earnings (6,063) (6,339) Operating lease and finance lease right-of-use assets (11,597) (16,981) Other, net $ (2,604) $ (2,571) Total deferred income tax liabilities (85,988) (102,979) Deferred income tax assets: Allowance for doubtful accounts and receivable adjustments $ 1,704 $ 1,498 Inventory 1,677 903 Accrued liabilities 15,345 11,608 Net operating loss and tax credit carryforwards 171,148 158,265 Tax deductible goodwill 6,171 8,066 Disallowed interest deduction 74,672 56,873 Operating lease and finance lease liabilities 13,004 18,127 Other, net 19,334 15,480 Total deferred income tax assets $ 303,055 $ 270,820 Valuation allowance (220,030) (163,805) Total net deferred income tax assets (liabilities) $ (2,963) $ 4,036 |
Schedule of NOL carryforwards expiry | State and Local Federal NOL NOL 2021 – 2025 $ 80,880 $ 72,038 2026 – 2030 145,219 91,726 2031 – 2040 374,913 249,373 $ 601,012 $ 413,137 |
Schedule of reconciliation of the total amounts of unrecognized tax benefits | Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits — January 1 $ 4,314 $ 1,476 $ 1,047 Gross decreases—tax positions in prior period (21) 1,378 301 Gross decreases — (2,608) (10) — Gross increases — 151 1,470 128 Unrecognized tax benefits—December 31 $ 1,836 $ 4,314 $ 1,476 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans | |
Schedule of change in benefit obligations, fair value of the plan assets and funded status of Company's pension plans and the amounts recognized in the Company's consolidated financial statements | Year ended December, 2020 2019 Change in Benefit Obligation: Benefit obligation at beginning of period $ 100,961 $ 90,051 Service cost 69 80 Interest cost 1,984 2,448 Actuarial loss (gain) 18,861 9,168 Plan amendments (10) (835) Benefits paid (4,745) (3,082) Foreign-exchange rate changes 4,891 3,131 Benefit obligation at end of year $ 122,011 $ 100,961 Change in Plan Assets: Fair value of plan assets at beginning of period $ 75,875 $ 62,952 Actual return on plan assets 10,755 10,906 Employer contributions 2,052 2,557 Benefits paid (4,651) (2,995) Foreign-exchange rate changes 3,184 2,455 Fair value of plan assets at end of year 87,215 75,875 Funded status at end of year $ (34,796) $ (25,086) Net amount recognized in the Consolidated Balance Sheets: Pension liability, net (a) $ (35,515) $ (25,681) Amounts recognized in accumulated other comprehensive loss, net of tax consist of: Net actuarial loss (17,064) (8,059) Net amount recognized in accumulated other comprehensive loss, net of tax $ (17,064) $ (8,059) Plans with underfunded or non-funded accumulated benefit obligation: Aggregate projected benefit obligation $ 122,010 $ 100,961 Aggregate accumulated benefit obligation $ 122,010 $ 100,961 Aggregate fair value of plan assets $ 87,215 $ 75,875 (a) Consolidated balance of $35.5 million as of December 31, 2020 includes pension liabilities of $29.7 million, $2.7 million, $2.4 million and less than $0.1 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.6 million. Consolidated balance of $25.7 million as of December 31, 2019 includes pension liabilities of $20.6 million, $2.4 million, $2.1 million and less than $0.1 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.5 million. |
Schedule of components of the net periodic benefit cost | Year ended December 31, 2020 2019 2018 Service cost $ 74 $ 80 $ 82 Interest cost 1,984 2,448 2,350 Expected return on plan assets (2,530) (2,460) (2,841) Amortization: Amortization of prior service cost 150 (169) 9 Amortization of net loss 1,739 1,768 1,755 Settlement loss — — Net periodic benefit cost $ 1,969 $ 1,667 $ 1,355 |
Schedule of principal assumptions used to determine benefit obligation and net periodic benefit costs | December 31, 2020 2019 2020 2019 2020 2019 2020 2019 UK Germany Norway Asterion Weighted-average assumptions used to determine benefit obligations: Discount rate 1.40 % 2.10 % 0.75 % 1.00 % 1.70 % 2.30 % 0.79 % 1.10 Rate of compensation increase N/A N/A N/A N/A 2.25 % 2.25 % N/A % 2.50 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 2.10 % 2.80 % 0.75 % 1.00 % 1.70 % 2.30 % 0.79 % 1.10 Expected asset return 3.47 % 3.87 % N/A % N/A % 2.70 % 3.80 % 0.79 % 1.10 Rate of compensation increase N/A N/A N/A N/A 2.25 % 2.25 % N/A % 2.50 |
Schedule of weighted average allocation of plan assets by asset category | December 31, 2020 2019 2018 U.K. and other international equities 31.4 % 29.9 % 27.1 % U.K. government and corporate bonds 2.7 12.5 12.7 Diversified growth fund 21.0 41.3 38.9 Liability driven investments 40.6 16.3 21.3 Multi-asset credit fund 4.3 — — Total 100.0 % 100.0 % 100.0 % |
Schedule of fair value of pension assets | December 31, 2020 Total Level 1 Level 2 Level 3 Asset Category: Cash $ 430 $ 430 $ — $ — Equity funds: U.K. 16,201 — 16,201 — Other international 10,802 — 10,802 — Fixed income securities: Corporate bonds / U.K. Gilts 2,353 — 2,353 — Other investments: Diversified growth fund 18,313 — 18,313 — Liability driven investments 35,403 — 35,403 — Multi-asset credit fund 3,713 — 3,713 — Total fair value $ 87,215 $ 430 $ 86,785 $ — December 31, 2019 Total Level 1 Level 2 Level 3 Asset Category: Cash $ 837 $ 837 $ — $ — Equity funds: U.K. 13,121 — 13,121 — Other international 8,747 — 8,747 — Fixed income securities: Corporate bonds / U.K. Gilts 9,446 — 9,446 — Other investments: Diversified growth fund 31,345 — 31,345 — Liability driven investments 12,379 12,379 Total fair value $ 75,875 $ 837 $ 75,038 $ — |
Schedule of estimated future benefit payments | Estimated Benefit Payments Year ended December 31, 2021 $ 1,817 2022 2,161 2023 2,078 2024 2,966 2025 2,995 2026 - 2030 17,878 Total $ 29,895 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurement | |
Schedule of fair value of financial instruments | Carrying Fair Fair Value Measurements As of December 31, 2020 Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,498,004 $ 604,775 $ — $ 604,775 $ — Interest rate swap liability 125 125 — 125 — Acquisition contingent liability 300 300 — — 300 Nonrecurring assets and liabilities: Goodwill 359,781 359,781 — — 359,781 Carrying Fair Fair Value Measurements As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,398,385 $ 632,796 $ — $ 632,796 $ — Interest rate swap asset 501 501 — 501 — Acquisition contingent liability 721 721 — — 721 Nonrecurring assets and liabilities: Goodwill 359,771 359,771 — — 359,771 |
Schedule of net assets and liabilities classified as Level 3 for reconciliation | December 31, December 31, 2020 2019 Balance as of January 1, $ 721 $ 721 Earn-out Adjustment 279 — Payments/Reductions (700) — Balance as of December 31, $ 300 $ 721 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Summary of the status of restricted stock units | Average Weighted Remaining Number Average Grant Contractual Life Aggregate of Shares Date Fair Value (Years) Intrinsic Value Outstanding Balance as of December 31, 2019 103,102 $ 5.97 1.19 $ 616 Granted — — Forfeited — — Vested (76,647) 7.55 Outstanding Balance as of December 31, 2020 26,455 $ 3.78 0.91 $ 50 |
Schedule of stock option activity | Average Weighted Weighted Remaining Average Grant Average Vesting Period Aggregate Outstanding Date Fair Value Exercise Price (Years) Intrinsic Value (2) Outstanding Balance as of December 31, 2019 1,645,900 $ 5.91 $ 12.42 2.27 $ — Granted 70,000 0.75 Exercised — — Forfeited (80,200) 6.19 Expired — — Outstanding Balance as of December 31, 2020 (1) 1,635,700 $ 5.67 $ 11.89 1.42 $ — (1) 379,480 of the outstanding options are exercisable as of December 31, 2020. (2) Exercise prices of all of the outstanding options as of December 31, 2020 were higher than the market price of the shares of the Company. Therefore, aggregate intrinsic value was zero. |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related-Party Transactions | |
Schedule of payable and receivable balances with affiliates | December 31, December 31, Receivables and Prepaid Expenses Payables Receivables and Prepaid Expenses Payables HOV Services, Ltd $ 711 $ — $ 601 $ — Rule 14 — 44 — 250 HGM — 52 115 — Apollo affiliated company — — — 202 Oakana — 1 — 1 Ex-Sigma 2 — — — 1,287 $ 711 $ 97 $ 716 $ 1,740 |
Segment and Geographic Area I_2
Segment and Geographic Area Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment and Geographic Area Information | |
Schedule of reconciliation of segment profit to net loss before income taxes by segment information | Year ended December 31, 2020 ITPS HS LLPS Total Revenue $ 1,005,043 $ 219,047 $ 68,472 $ 1,292,562 Cost of revenue (exclusive of depreciation and amortization) 815,013 159,917 48,614 1,023,544 Segment profit 190,030 59,130 19,858 269,018 Selling, general and administrative expenses (exclusive of depreciation and amortization) 186,104 Depreciation and amortization 93,953 Impairment of goodwill and other intangible assets — Related party expense 5,381 Interest expense, net 173,878 Debt modification and extinguishment costs 9,589 Sundry income, net (153) Other income, net (34,788) Net loss before income taxes $ (164,946) Year ended December 31, 2019 ITPS HS LLPS Total Revenue $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 Cost of revenue (exclusive of depreciation and amortization) 1,001,655 180,045 43,035 1,224,735 Segment profit 232,629 76,676 28,297 337,602 Selling, general and administrative expenses (exclusive of depreciation and amortization) 198,864 Depreciation and amortization 100,903 Impairment of goodwill and other intangible assets 349,557 Related party expense 9,501 Interest expense, net 163,449 Debt modification and extinguishment costs 1,404 Sundry expense, net 969 Other expense, net 14,429 Net loss before income taxes $ (501,474) Year ended December 31, 2018 ITPS HS LLPS Total Revenue $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 Cost of revenue (exclusive of depreciation and amortization) 1,010,320 151,877 51,206 1,213,403 Segment profit 263,327 76,138 33,354 372,819 Selling, general and administrative expenses (exclusive of depreciation and amortization) 184,908 Depreciation and amortization 138,077 Impairment of goodwill and other intangible assets 48,127 Related party expense 12,403 Interest expense, net 155,991 Debt modification and extinguishment costs 1,067 Sundry income, net (3,271) Other income, net (3,030) Net loss before income taxes $ (161,453) |
Schedule of revenues by principal geographic area | Years ended December 31, 2020 2019 2018 United States $ 1,057,006 $ 1,286,678 $ 1,347,516 EMEA 213,418 248,466 211,314 Other 22,138 27,193 27,392 Total Consolidated Revenue $ 1,292,562 $ 1,562,337 $ 1,586,222 |
Unaudited Quarterly Financial_2
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Selected Quarterly Financial Results (Unaudited) | |
Schedule of selected quarterly financial information | The following tables show a summary of the Company’s quarterly financial information for each of the four quarters of 2020 and 2019 (dollars in thousands, except per share data): Q1 2020 Q2 2020 Q3 2020 Q4 2020 Revenue: ITPS $ 284,112 $ 243,029 $ 234,365 $ 243,537 HS 64,049 49,166 54,209 51,623 LLPS 17,290 15,527 16,706 18,949 Total Revenue 365,451 307,722 305,280 314,109 Cost of revenue: ITPS 235,120 195,835 183,671 200,387 HS 44,931 36,148 39,444 39,394 LLPS 12,488 9,805 11,107 15,214 Cost of revenue (exclusive of depreciation and amortization) 292,539 241,788 234,222 254,995 Selling, general and administrative expenses (exclusive of depreciation and amortization) 50,374 47,014 42,837 45,879 Depreciation and amortization 23,185 22,847 22,095 25,826 Impairment of goodwill and other intangible assets — — — — Related party expense 1,551 1,146 1,360 1,324 Operating income (loss) (2,198) (5,073) 4,766 (13,915) Other expense (income), net: Interest expense, net 41,588 44,440 43,612 44,238 Debt modification and extinguishment costs — — — 9,589 Sundry expense (income), net 1,082 (899) (434) 98 Other expense (income), net (34,657) (584) (10,414) 10,867 Net loss before income taxes (10,211) (48,030) (27,998) (78,707) Income tax (expense) benefit (2,459) (661) (320) (10,144) Net loss (12,670) (48,691) (28,318) (88,851) Cumulative dividends for Series A Preferred Stock 1,440 (858) (976) (915) Net loss attributable to common stockholders $ (11,230) $ (49,549) $ (29,294) $ (89,766) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 49,065,055 49,169,556 49,170,477 49,172,037 Earnings per share: Basic and diluted $ (0.23) $ (1.01) $ (0.60) $ (1.82) Q1 2019 Q2 2019 Q3 2019 Q4 2019 Revenue: ITPS $ 325,172 $ 309,840 $ 292,607 $ 306,665 HS 61,343 63,440 62,132 69,806 LLPS 17,842 17,569 18,806 17,115 Total Revenue 404,357 390,849 373,545 393,586 Cost of revenue: ITPS 259,272 249,589 241,867 250,927 HS 40,341 43,353 42,717 53,634 LLPS 10,988 10,889 10,861 10,297 Cost of revenue (exclusive of depreciation and amortization) 310,601 303,831 295,445 314,858 Selling, general and administrative expenses (exclusive of depreciation and amortization) 49,677 51,162 48,347 49,678 Depreciation and amortization 26,624 24,779 25,079 24,421 Impairment of goodwill and other intangible assets — — 97,158 252,399 Related party expense 998 5,331 1,430 1,742 Operating income (loss) 16,457 5,746 (93,914) (249,512) Other expense (income), net: Interest expense, net 39,701 39,959 40,573 43,216 Debt modification and extinguishment costs — 1,404 — — Sundry expense (income), net 2,715 (1,311) 165 (600) Other expense, net 1,493 2,527 406 10,003 Net loss before income taxes (27,452) (36,833) (135,058) (302,131) Income tax (expense) benefit (4,720) (4,738) 3,769 (1,953) Net loss (32,172) (41,571) (131,289) (304,084) Cumulative dividends for Series A Preferred Stock (914) (914) (884) (597) Net loss attributable to common stockholders $ (33,086) $ (42,485) $ (132,173) $ (304,681) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 48,524,074 48,488,731 48,545,583 48,720,451 Earnings per share: — Basic and diluted $ (0.68) $ (0.88) $ (2.72) $ (6.27) |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Description of the Business | |
Number of segments | 3 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation (Details) $ / shares in Units, $ in Millions | Jan. 26, 2021 | Jan. 25, 2021$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Common stock, shares issued | 51,693,931 | 51,212,945 | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Outstanding | 49,242,225 | 50,283,896 | ||
Prior To Stock Split [Member] | ||||
Common stock, shares issued | 147,511,430 | 150,851,689 | ||
Common Stock, Shares, Outstanding | 147,511,430 | 150,851,689 | ||
Subsequent Events | ||||
Reverse stock split | 0.3333 | 0.3333 | ||
Common Stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Ex-Sigma 2, LLC | ||||
Principal amount | $ | $ 55.8 | |||
Common stock, shares issued | 28,304,167 | |||
Exposure to loss | $ | $ 0 | |||
Ex-Sigma 2, LLC | Exela Technologies, Inc [Member] | ||||
Ownership percentage | 54.90% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Going Concern (Details) $ in Thousands | Mar. 15, 2021USD ($) | Dec. 17, 2020USD ($) | Jul. 22, 2020USD ($) | Mar. 27, 2020USD ($)installment | Mar. 16, 2020USD ($) | Jan. 10, 2020USD ($) | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($)facility | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 18, 2021USD ($) | May 18, 2020USD ($) |
Net loss | $ 88,851 | $ 28,318 | $ 48,691 | $ 12,670 | $ 304,084 | $ 131,289 | $ 41,571 | $ 32,172 | $ 178,530 | $ 509,116 | $ 169,806 | |||||||||||
Impairment of goodwill and other intangible assets | 252,399 | $ 97,158 | 349,557 | 48,127 | ||||||||||||||||||
Net operating cash outflow | 29,781 | 63,851 | $ (23,600) | |||||||||||||||||||
Working Capital Deficit | $ 131,400 | 131,400 | 147,100 | 131,400 | 147,100 | |||||||||||||||||
Interest Paid on Long Term Debt | 152,700 | |||||||||||||||||||||
Accrued liability | 60,700 | 60,700 | 60,700 | |||||||||||||||||||
Liquidity | $ 54,100 | |||||||||||||||||||||
Cash and cash equivalents | $ 68,221 | 68,221 | $ 6,198 | 68,221 | $ 6,198 | 34,400 | ||||||||||||||||
Borrowing facility | 19,700 | |||||||||||||||||||||
Receivable Financing | $ 20,100 | |||||||||||||||||||||
Cash Saving Due To Refund Of Tax Relating To Aid Relief | $ 27,900 | |||||||||||||||||||||
Number of installments | installment | 2 | |||||||||||||||||||||
Numberof production facilities | facility | 1 | |||||||||||||||||||||
Expected cost saving | $ 32,500 | |||||||||||||||||||||
Net proceeds of private placement | $ 25,200 | |||||||||||||||||||||
Forecast | ||||||||||||||||||||||
Interest Paid on Long Term Debt | $ 152,700 | |||||||||||||||||||||
A/R Facility | ||||||||||||||||||||||
Minimum Liquidity | $ 35,000 | 35,000 | 35,000 | |||||||||||||||||||
Amount of facility | $ 160,000 | |||||||||||||||||||||
Facility term (years) | 5 years | |||||||||||||||||||||
Outstanding borrowings under the facility | $ 83,000 | $ 0 | ||||||||||||||||||||
Credit Agreement | ||||||||||||||||||||||
Minimum Liquidity | $ 35,000 | |||||||||||||||||||||
Receivable Financing | $ 19,200 | |||||||||||||||||||||
Securitization Facility | ||||||||||||||||||||||
Available facility amount | $ 145,000 | |||||||||||||||||||||
Facility term (years) | 5 years | |||||||||||||||||||||
Initial funding supported by receivables | $ 92,000 | |||||||||||||||||||||
Further funding supported by inventory and intellectual property | $ 53,000 | |||||||||||||||||||||
Outstanding borrowings under the facility | $ 91,900 | $ 91,900 | 91,900 | |||||||||||||||||||
SourceHOV | ||||||||||||||||||||||
Gain on sale of investments | 35,500 | 35,500 | ||||||||||||||||||||
Membership interests | $ 40,000 | |||||||||||||||||||||
Adjustment of purchase consideration | $ 2,000 | 2,000 | ||||||||||||||||||||
Disposed of by sale not discontinued operations | Physical Records Storage Business | ||||||||||||||||||||||
Gain on sale of investments | $ 8,700 | $ 8,700 | ||||||||||||||||||||
Proceeds from sale of business | $ 12,300 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Number of segments | 3 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Obligation For Claim Payment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Cash | ||
Obligation for claim payment | $ 29,328 | $ 39,156 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020itemUSD ($) | |
Customer relationships | Minimum | |
Intangible Assets | |
Estimated useful life | 4 years |
Customer relationships | Maximum | |
Intangible Assets | |
Estimated useful life | 16 years |
Trademarks | |
Intangible Assets | |
Estimated useful life | 1 year |
Developed technology | Minimum | |
Intangible Assets | |
Estimated useful life | 5 years |
Developed technology | Maximum | |
Intangible Assets | |
Estimated useful life | 8 years 6 months |
Capitalized Software Costs | Minimum | |
Intangible Assets | |
Estimated useful life | 3 years |
Capitalized Software Costs | Maximum | |
Intangible Assets | |
Estimated useful life | 5 years |
Outsource contract costs | |
Intangible Assets | |
Number of principal categories | $ | 2 |
Non compete agreements | |
Intangible Assets | |
Number of executives terminated | item | 4 |
Assembled workforce | |
Intangible Assets | |
Estimated useful life | 4 years |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Impairment related to property, plant and equipment, customer relationships, trademarks, developed technology, capitalized software or outsourced contract costs | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Derivative Instruments and Hedging Activities (Details) - Interest rate swap - Not designated as hedging instrument - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Term of hedging contract (in years) | 3 years | ||
Notional amount | $ 347.8 | $ 328.1 | |
Weighted Average Interest Rate | 1.9275% | ||
Gain (loss) on interest rate swaps | $ 0.4 | $ (4.3) |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Options to terminate - operating lease | True |
Options to extend - finance lease | true |
Options to extend - operating lease | True |
Options to terminate - finance lease | true |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenues | |||||||||||
Revenue | $ 314,109 | $ 305,280 | $ 307,722 | $ 365,451 | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 1,292,562 | $ 1,562,337 | $ 1,586,222 |
United States | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 1,057,006 | 1,286,678 | 1,347,516 | ||||||||
EMEA | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 213,418 | 248,466 | 211,314 | ||||||||
Other | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 22,138 | 27,193 | 27,392 | ||||||||
ITPS | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 243,537 | 234,365 | 243,029 | 284,112 | 306,665 | 292,607 | 309,840 | 325,172 | 1,005,043 | 1,234,284 | 1,273,647 |
ITPS | United States | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 769,487 | 958,625 | 1,034,941 | ||||||||
ITPS | EMEA | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 213,418 | 248,466 | 211,314 | ||||||||
ITPS | Other | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 22,138 | 27,193 | 27,392 | ||||||||
HS | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 51,623 | 54,209 | 49,166 | 64,049 | 69,806 | 62,132 | 63,440 | 61,343 | 219,047 | 256,721 | 228,015 |
HS | United States | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | 219,047 | 256,721 | 228,015 | ||||||||
LLPS | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | $ 18,949 | $ 16,706 | $ 15,527 | $ 17,290 | $ 17,115 | $ 18,806 | $ 17,569 | $ 17,842 | 68,472 | 71,332 | 84,560 |
LLPS | United States | |||||||||||
Disaggregation of Revenues | |||||||||||
Revenue | $ 68,472 | $ 71,332 | $ 84,560 |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Accounts receivable, net | $ 206,868 | $ 261,400 |
Deferred revenues | 16,919 | 16,621 |
Customer deposits | 21,277 | 27,765 |
Costs to obtain and fulfill a contract | 3,295 | 4,977 |
Unbilled receivables, net | 23,210 | 34,135 |
Revenue recognized from deferred revenue | 14,400 | |
Amortization of contract costs | $ 2,400 | $ 2,900 |
Practical expedient on incremental costs of obtaining contracts | true |
Basis of Presentation and Su_14
Basis of Presentation and Summary of Significant Accounting Policies - Performance Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Contracts with an original expected length | true |
2021 | $ 54,229 |
2022 | 35,692 |
2023 | 29,022 |
2024 | 26,849 |
2025 | 27,144 |
Total | $ 172,936 |
Basis of Presentation and Su_15
Basis of Presentation and Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Research and development costs | $ 1.1 | $ 1.7 | $ 2 |
Basis of Presentation and Su_16
Basis of Presentation and Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Advertising costs | $ 0.7 | $ 1.1 | $ 0.9 |
Basis of Presentation and Su_17
Basis of Presentation and Summary of Significant Accounting Policies - Operations (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Outside United States | ||
Long-lived assets | $ 31.2 | $ 33.7 |
Basis of Presentation and Su_18
Basis of Presentation and Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Net exchange gains | $ 414 | $ 511 | $ 1,180 |
Basis of Presentation and Su_19
Basis of Presentation and Summary of Significant Accounting Policies - Beneficial Conversion Feature (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Dividend equivalent on Series A Preferred Stock | $ 0 | $ 0 | $ 0 | $ 16.4 |
Basis of Presentation and Su_20
Basis of Presentation and Summary of Significant Accounting Policies - Net Loss per Share (Details) $ / shares in Units, $ in Thousands | Jan. 26, 2021 | Jan. 25, 2021 | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Net loss per share | |||||||||||||
Anti dilutive shares | 1,662,155 | 1,749,002 | 1,487,866 | ||||||||||
Net loss attributable to common stockholders | $ | $ (89,766) | $ (29,294) | $ (49,549) | $ (11,230) | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (179,839) | $ (512,425) | $ (173,461) | ||
Weighted average common shares outstanding - basic and diluted | 49,144,429 | 48,572,979 | 49,257,696 | ||||||||||
Loss per share - Basic and diluted (in dollars per share) | $ / shares | $ (1.82) | $ (0.60) | $ (1.01) | $ (0.23) | $ (6.27) | $ (2.72) | $ (0.88) | $ (0.68) | $ (3.66) | $ (10.55) | $ (3.52) | ||
Common stock, shares returned | 1,523,578 | ||||||||||||
Subsequent Events | |||||||||||||
Net loss per share | |||||||||||||
Reverse stock split | 0.3333 | 0.3333 | |||||||||||
Series A Preferred Stock | |||||||||||||
Net loss per share | |||||||||||||
Number of anti-dilutive shares excluded from computation of diluted loss per share | 1,404,621 | ||||||||||||
Warrants | |||||||||||||
Net loss per share | |||||||||||||
Number of anti-dilutive shares excluded from computation of diluted loss per share | 35,000,000 |
Basis of Presentation and Su_21
Basis of Presentation and Summary of Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated deficit | $ (1,390,038) | $ (1,211,508) |
ASU 2014-09 | ||
Accumulated deficit | $ 12,800 |
Sale of Non-Core Assets (Detail
Sale of Non-Core Assets (Details) - USD ($) $ in Millions | Jul. 22, 2020 | Mar. 16, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 |
SourceHOV | |||||
Membership interests | $ 40 | ||||
Gain on sale of investments | $ 35.5 | $ 35.5 | |||
Adjustment of purchase consideration | $ 2 | 2 | |||
Physical Records Storage Business | Disposed of by sale not discontinued operations | |||||
Gain on sale of investments | $ 8.7 | $ 8.7 | |||
Proceeds from sale of business | $ 12.3 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventories | ||
Work in process | $ 961 | $ 1,903 |
Finished goods | 12,312 | 14,914 |
Supplies and parts | 5,473 | 6,491 |
Less: Allowance for obsolescence | (4,432) | (4,261) |
Inventory, Net, Total | $ 14,314 | $ 19,047 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable. | ||
Billed receivables | $ 179,696 | $ 222,168 |
Unbilled receivables | 23,210 | 34,135 |
Other | 9,609 | 10,072 |
Less: Allowance for doubtful accounts | (5,647) | (4,975) |
Accounts Receivable, net | $ 206,868 | $ 261,400 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets | ||
Prepaids | $ 30,459 | $ 23,243 |
Deposits | 632 | 420 |
Prepaid expenses and other current assets | $ 31,091 | $ 23,663 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | ||
Operating lease right-of-use assets, net | $ 68,861 | $ 93,627 |
Current portion of operating lease liabilities | 18,349 | 25,345 |
Operating lease liabilities, net of current portion | 56,814 | 73,282 |
Finance Lease | ||
Finance lease right-of-use asset, net | $ 17,164 | $ 30,835 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | US_GAAP:PropertyPlantAndEquipment | US_GAAP:PropertyPlantAndEquipment |
Current portion of finance lease liabilities | $ 12,231 | $ 13,788 |
Finance lease liabilities, net of current portion | $ 13,287 | $ 20,272 |
Leases - Supplemental balance s
Leases - Supplemental balance sheet information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | ||
Weighted-average remaining lease term of operating leases | 4 years 7 months 6 days | 4 years 9 months 18 days |
Weighted-average remaining lease term of finance leases | 3 years 2 months 12 days | 3 years 2 months 12 days |
Weighted-average discount rate for operating leases | 11.90% | 10.50% |
Weighted-average discount rate for finance leases | 10.70% | 9.10% |
Interest on financing lease liabilities | $ 2.6 | $ 3.3 |
Amortization expense on finance lease right-of-use assets | $ 12.8 | $ 15.1 |
Leases - Maturities of Finance
Leases - Maturities of Finance and Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Maturities of operating lease liabilities: | |
2021 | $ 25,733 |
2022 | 21,800 |
2023 | 15,944 |
2024 | 12,412 |
2025 | 8,648 |
2026 and thereafter | 15,297 |
Total operating lease payments | 99,834 |
Less: Imputed interest | (24,671) |
Present value of lease liabilities | 75,163 |
Maturities of finance lease liabilities | |
2021 | 14,339 |
2022 | 6,569 |
2023 | 3,700 |
2024 | 3,276 |
2025 | 2,061 |
Total finance lease payments | 29,945 |
Less: imputed interest | (4,427) |
Present value of finance lease liabilities | $ 25,518 |
Leases - Rental Expenses (Detai
Leases - Rental Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Rental expenses | |||
Rental expense on operating leases under ASC 842 | $ 69.1 | $ 77.3 | |
Rent expense for operating leases under ASC 840 | $ 83.8 |
Leases - Cash Paid and Lease Re
Leases - Cash Paid and Lease Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 34,193 | $ 50,398 |
Financing cash flows from finance leases | 12,925 | 20,860 |
Right-of-use lease assets obtained in the exchange for lease liabilities: | ||
Operating leases | 23,644 | 19,127 |
Finance leases | $ 4,372 | $ 10,731 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment, Net | |||
Finance lease right-of-use assets | $ 82,862 | $ 85,464 | |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization | 281,611 | 290,632 | |
Less: Accumulated depreciation and amortization | (193,760) | (176,995) | |
Property, plant and equipment, net | 87,851 | 113,637 | |
Depreciation expense | |||
Depreciation expense | 39,200 | 41,400 | $ 43,100 |
Land | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | 6,903 | 6,884 | |
Buildings and improvements | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | $ 20,688 | 20,288 | |
Buildings and improvements | Minimum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 7 years | ||
Buildings and improvements | Maximum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 40 years | ||
Leasehold improvements | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | $ 39,797 | 47,036 | |
Vehicles | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | $ 337 | 531 | |
Vehicles | Minimum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 5 years | ||
Vehicles | Maximum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 7 years | ||
Machinery and equipment | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | $ 22,991 | 28,489 | |
Machinery and equipment | Minimum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 5 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 15 years | ||
Computer equipment and software | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | $ 99,434 | 92,500 | |
Computer equipment and software | Minimum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 3 years | ||
Computer equipment and software | Maximum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 8 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment, Net | |||
Property, plant and equipment, gross | $ 8,599 | $ 9,440 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 5 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment, Net | |||
Estimated Useful Lives (in Years) | 15 years |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Intangibles (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangibles | ||||||
Gross Carrying Amount | $ 720,114 | $ 700,173 | $ 720,114 | |||
Amortization | (377,671) | (407,509) | (377,671) | |||
Intangible Asset, net | 342,443 | 292,664 | 342,443 | |||
Impairment of goodwill | $ 0 | 252,400 | $ 96,200 | 348,557 | ||
Additional impairment charge | 1,000 | |||||
Accumulated impairment losses | 560,900 | 560,900 | ||||
Carrying amount of indefinite-lived trade names which are not amortizable | 5,300 | |||||
Aggregated amortization expense | $ 54,700 | $ 59,300 | $ 94,900 | |||
Customer relationships | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 10 years 2 months 12 days | 10 years 10 months 24 days | ||||
Gross Carrying Amount | 508,074 | $ 508,485 | $ 508,074 | |||
Amortization | (237,313) | (278,306) | (237,313) | |||
Intangible Asset, net | 270,761 | $ 230,179 | $ 270,761 | |||
Developed technology | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 3 years 4 months 24 days | 4 years 3 months 18 days | ||||
Gross Carrying Amount | 89,053 | $ 88,553 | $ 89,053 | |||
Amortization | (87,109) | (87,111) | (87,109) | |||
Intangible Asset, net | 1,944 | 1,442 | 1,944 | |||
Trade names | ||||||
Intangibles | ||||||
Gross Carrying Amount | 8,400 | 8,400 | 8,400 | |||
Amortization | (3,100) | (3,100) | (3,100) | |||
Intangible Asset, net | 5,300 | 5,300 | 5,300 | |||
Impairment charge | $ 0 | $ 1,000 | 1,000 | |||
Accumulated impairment losses | 44,100 | $ 44,100 | $ 44,100 | |||
Outsource contract costs | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 3 years 3 months 18 days | 3 years 3 months 18 days | ||||
Gross Carrying Amount | 16,726 | $ 16,331 | $ 16,726 | |||
Amortization | (11,749) | (13,036) | (11,749) | |||
Intangible Asset, net | 4,977 | $ 3,295 | $ 4,977 | |||
Internally developed software | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 3 years 8 months 12 days | 4 years 2 months 12 days | ||||
Gross Carrying Amount | 43,261 | $ 47,182 | $ 43,261 | |||
Amortization | (12,129) | (20,152) | (12,129) | |||
Intangible Asset, net | 31,132 | $ 27,030 | $ 31,132 | |||
Trademarks | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 1 year | |||||
Gross Carrying Amount | 23,378 | $ 23,378 | ||||
Amortization | (23,370) | (23,370) | ||||
Intangible Asset, net | 8 | $ 8 | ||||
Assembled workforce | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 2 years | 3 years | ||||
Gross Carrying Amount | 4,473 | $ 4,473 | $ 4,473 | |||
Amortization | (1,118) | (2,237) | (1,118) | |||
Intangible Asset, net | 3,355 | $ 2,236 | $ 3,355 | |||
Purchased software | ||||||
Intangibles | ||||||
Weighted Average Useful Life (in years) | 13 years | 14 years | ||||
Gross Carrying Amount | 26,749 | $ 26,749 | $ 26,749 | |||
Amortization | (1,783) | (3,567) | (1,783) | |||
Intangible Asset, net | $ 24,966 | $ 23,182 | $ 24,966 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Intangibles - Amortization expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Intangibles amortization expense | |
2021 | $ 51,120 |
2022 | 46,627 |
2023 | 38,108 |
2024 | 30,528 |
2025 | 23,106 |
Thereafter | 98,237 |
Intangible assets, net | $ 287,726 |
Intangibles Assets and Goodwi_5
Intangibles Assets and Goodwill - Goodwill (Details) $ in Thousands | Oct. 01, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Goodwill | |||||
Number of segments | segment | 3 | ||||
Beginning of Year Balance | $ 359,771 | $ 708,258 | |||
Impairments | $ 0 | $ (252,400) | $ (96,200) | (348,557) | |
Currency Translation Adjustments | 10 | 70 | |||
End of Year Balance | 359,771 | 359,781 | 359,771 | ||
Accumulated impairment losses | 560,900 | 560,900 | |||
ITPS | |||||
Goodwill | |||||
Beginning of Year Balance | 254,120 | 571,575 | |||
Impairments | (317,525) | ||||
Currency Translation Adjustments | 10 | 70 | |||
End of Year Balance | 254,120 | 254,130 | 254,120 | ||
Accumulated impairment losses | 317,500 | ||||
HS | |||||
Goodwill | |||||
Beginning of Year Balance | 86,786 | 86,786 | |||
End of Year Balance | 86,786 | 86,786 | 86,786 | ||
LLPS | |||||
Goodwill | |||||
Beginning of Year Balance | 18,865 | 49,897 | |||
Impairments | (31,032) | ||||
End of Year Balance | 18,865 | 18,865 | 18,865 | ||
Accumulated impairment losses | $ 212,300 | $ 243,400 | $ 212,300 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued liabilities | ||
Accrued taxes (exclusive of income taxes) | $ 12,953 | $ 9,608 |
Accrued lease exit obligations | 270 | 1,127 |
Accrued professional and legal fees | 33,897 | 33,421 |
Accrued appraisal action liability | 60,654 | 56,412 |
Accrued legal reserve for pending litigation | 15,146 | 5,669 |
Accrued transaction costs | 2,739 | 2,250 |
Other accruals | 740 | 13,066 |
Total accrued liabilities including accrued interest | 126,399 | 121,553 |
Other Long-term liabilities | ||
Deferred revenue | 542 | 339 |
Accrued rent | 449 | 669 |
Accrued lease exit obligations | 195 | 136 |
Accrued compensation expense | 1,897 | 2,075 |
Cares Act payroll tax deferrals | 7,183 | |
Other | 3,358 | 3,743 |
Other Long-term liabilities | $ 13,624 | $ 6,962 |
Long-Term Debt and Credit Fac_3
Long-Term Debt and Credit Facilities - Senior Secured Notes (Details) - Senior secured notes $ in Billions | Jul. 12, 2017USD ($) |
Debt instruments | |
Principal amount | $ 1 |
Interest rate (in percent) | 10.00% |
Long-Term Debt and Credit Fac_4
Long-Term Debt and Credit Facilities - Debt Refinancing (Details) - USD ($) $ in Millions | Jul. 12, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Senior secured term loan | |||
Debt instruments | |||
Debt Instrument, Face Amount | $ 350 | ||
Original issue discount | $ 7 | ||
Principal percentage of each of first eight payments (as a percent) | 0.60% | ||
Principal percentage of each payment thereafter (as a percent) | 1.30% | ||
Senior secured term loan | LIBOR | |||
Debt instruments | |||
Applicable margin rate | 7.50% | ||
Floor interest rate | 1.00% | ||
Senior secured term loan | Base rate | |||
Debt instruments | |||
Principal percentage of each payment thereafter (as a percent) | 6.50% | ||
Senior secured revolving facility | |||
Debt instruments | |||
Maximum borrowing capacity | $ 100 | ||
Letters of credit outstanding | $ 19.5 | $ 20.6 | |
Senior secured revolving facility | LIBOR | |||
Debt instruments | |||
Principal percentage of each payment thereafter (as a percent) | 7.00% | ||
Senior secured revolving facility | Base rate | |||
Debt instruments | |||
Principal percentage of each payment thereafter (as a percent) | 6.00% |
Long-Term Debt and Credit Fac_5
Long-Term Debt and Credit Facilities - Term Loan Repricing (Details) - USD ($) $ in Thousands | Apr. 16, 2019 | Jul. 13, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt instruments | ||||
Outstanding amount of term loans | $ 1,537,956 | $ 1,434,875 | ||
Proceeds from refinancing term loans | $ 30,000 | $ 30,000 | ||
First Amendment | ||||
Debt instruments | ||||
Proceeds from refinancing term loans | $ 343,400 | |||
Reduction in interest rate (in percentage) | 1.00% | |||
First Amendment | Federal funds rate | ||||
Debt instruments | ||||
Variable interest rate (as a percent) | 0.50% | |||
First Amendment | LIBOR | ||||
Debt instruments | ||||
Floor interest rate | 1.00% | |||
Variable interest rate (as a percent) | 6.50% | |||
First Amendment | One-month adjusted LIBOR | ||||
Debt instruments | ||||
Variable interest rate (as a percent) | 1.00% | |||
First Amendment | Base rate | ||||
Debt instruments | ||||
Variable interest rate (as a percent) | 5.50% | |||
Senior secured revolving facility | ||||
Debt instruments | ||||
Outstanding amount of term loans | $ 343,400 | |||
Maximum debt issuance costs for new lenders exceeded 10% test | 100 | |||
Senior secured revolving facility | First Amendment | ||||
Debt instruments | ||||
Debt issuance costs | 1,000 | |||
Amortization expense of debt issuance costs | 1,000 | |||
Write off of previously recognized debt issuance costs | $ 100 |
Long-Term Debt and Credit Fac_6
Long-Term Debt and Credit Facilities - Incremental Term Loan (Details) - USD ($) $ in Millions | Apr. 16, 2019 | Jul. 13, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instruments | ||||
Proceeds from incremental term loans | $ 30 | $ 30 | ||
Repricing Term Loan | ||||
Debt instruments | ||||
Debt extinguishment costs | $ 1.4 | $ 1.1 |
Long-Term Debt and Credit Fac_7
Long-Term Debt and Credit Facilities - Receivables Securitization (Details) - USD ($) $ in Thousands | Dec. 17, 2020 | May 21, 2020 | Jan. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | May 18, 2020 |
Proceeds from initial borrowings | $ 29,750 | $ 206,500 | $ 30,000 | |||||
A/R Facility | ||||||||
Accounts Receivable from Securitization | $ 160,000 | |||||||
Accounts Receivable, Securitization, Term | 5 years | |||||||
Minimum liquidity for A/R facility | $ 60,000 | $ 35,000 | ||||||
Forbearance fee | $ 5,000 | |||||||
Forbearance fee payable | $ 4,800 | |||||||
Variable interest rate (as a percent) | 4.50% | |||||||
Outstanding borrowings under the facility | $ 83,000 | $ 0 | ||||||
Facility term (years) | 5 years | |||||||
Early termination fee | 800 | |||||||
Write off of previously recognized debt issuance costs | 8,200 | |||||||
Repayment of principal, accrued interest and fees | $ 500 | |||||||
A/R Facility | Base rate | ||||||||
Variable interest rate (as a percent) | 5.75% | 3.75% | ||||||
A/R Facility | Federal funds rate | ||||||||
Variable interest rate (as a percent) | 0.50% | |||||||
A/R Facility | One-month adjusted LIBOR | ||||||||
Variable interest rate (as a percent) | 1.00% | |||||||
A/R Facility | LIBOR | ||||||||
Variable interest rate (as a percent) | 6.75% | 4.75% | ||||||
Floor interest rate | 1.00% | |||||||
Securitization Facility | ||||||||
Variable interest rate (as a percent) | 8.75% | |||||||
Outstanding borrowings under the facility | $ 91,900 | $ 91,900 | ||||||
Facility term (years) | 5 years | |||||||
Available facility amount | $ 145,000 | |||||||
Initial funding supported by receivables | 92,000 | |||||||
Further funding supported by inventory and intellectual property | 53,000 | |||||||
Proceeds from initial borrowings | $ 92,000 | |||||||
Securitization Facility | Federal funds rate | ||||||||
Variable interest rate (as a percent) | 0.50% | |||||||
Securitization Facility | One-month adjusted LIBOR | ||||||||
Variable interest rate (as a percent) | 1.00% | |||||||
Securitization Facility | LIBOR | ||||||||
Variable interest rate (as a percent) | 9.75% |
Long-Term Debt and Credit Fac_8
Long-Term Debt and Credit Facilities - Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt instruments | ||
Total debt | $ 1,537,956 | $ 1,434,875 |
Less: Current portion of long-term debt | (39,952) | (36,490) |
Long-term debt, net of current maturities | 1,498,004 | 1,398,385 |
Senior secured notes | ||
Debt instruments | ||
Total debt | 984,216 | 979,060 |
Other | ||
Debt instruments | ||
Total debt | 37,653 | 30,232 |
First lien credit agreement | ||
Debt instruments | ||
Total debt | 343,597 | 360,583 |
Debt discount | 4,800 | 6,500 |
Unamortized debt issuance costs | 17,100 | 18,900 |
Senior secured notes | ||
Debt instruments | ||
Debt discount | 11,300 | 14,900 |
Unamortized debt issuance costs | 4,500 | 6,000 |
Revolver | ||
Debt instruments | ||
Total debt | 80,543 | $ 65,000 |
Securitization Facility | ||
Debt instruments | ||
Total debt | $ 91,947 |
Long-Term Debt and Credit Fac_9
Long-Term Debt and Credit Facilities - Maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of long-term debt | ||
2021 | $ 39,952 | |
2022 | 115,000 | |
2023 | 1,325,741 | |
2024 | 2,923 | |
2025 | 91,947 | |
Total long-term debt | 1,575,563 | |
Less: Unamortized discount and debt issuance costs | (37,607) | |
Total debt | $ 1,537,956 | $ 1,434,875 |
Income Taxes - Components And P
Income Taxes - Components And Provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Components income/ (loss) before income taxes | |||||||||||
United States | $ (158,187) | $ (511,165) | $ (180,245) | ||||||||
Foreign | (6,760) | 9,691 | 18,792 | ||||||||
Income/ (loss) before income taxes | (164,947) | (501,474) | (161,453) | ||||||||
Provision for federal, state, and foreign income taxes | |||||||||||
Federal - Current | (1,308) | 1,308 | |||||||||
Federal - Deferred | 480 | (3,879) | (2,006) | ||||||||
State - Current | 1,325 | 2,255 | 390 | ||||||||
State - Deferred | 1,542 | (807) | 2,339 | ||||||||
Foreign - Current | 4,318 | 5,770 | 3,435 | ||||||||
Foreign - Deferred | 5,919 | 5,611 | 2,887 | ||||||||
Income tax expense | $ 10,144 | $ 320 | $ 661 | $ 2,459 | $ 1,953 | $ (3,769) | $ 4,738 | $ 4,720 | $ 13,584 | $ 7,642 | $ 8,353 |
Income Taxes - Income tax recon
Income Taxes - Income tax reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | |||||||||||
Statutory tax rate | 21.00% | 35.00% | |||||||||
Reconciliation of effective income tax amount | |||||||||||
Tax at statutory rate | $ (34,639) | $ (105,310) | $ (33,905) | ||||||||
State income taxes | (5,234) | (7,666) | (6,557) | ||||||||
Foreign income taxes | (516) | 4,390 | 1,228 | ||||||||
Nondeductible goodwill impairment | 61,699 | 9,002 | |||||||||
Permanent differences | 218 | 1,275 | 2,542 | ||||||||
Litigation settlement | 71 | 3,310 | 608 | ||||||||
Changes in valuation allowance | 53,115 | 30,064 | 19,433 | ||||||||
Unremitted earnings | (275) | 1,604 | 4,735 | ||||||||
GILTI Inclusion | (4,996) | 3,772 | 2,289 | ||||||||
Expiration of tax attributes | 4,944 | 10,807 | 8,353 | ||||||||
Other | 896 | 3,697 | 625 | ||||||||
Income tax expense | $ 10,144 | $ 320 | $ 661 | $ 2,459 | $ 1,953 | $ (3,769) | $ 4,738 | $ 4,720 | 13,584 | $ 7,642 | $ 8,353 |
Income tax expense (benefit) GILTI | 0 | ||||||||||
Estimated income tax expense (benefit) GILT | 5,000 | ||||||||||
Income tax expense (benefit) BEAT | $ 0 |
Income Taxes - Components of de
Income Taxes - Components of deferred income tax liabilities and assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2015 | Dec. 31, 2019 | |
Deferred income tax liabilities: | |||
Book over tax basis of intangible assets and fixed assets | $ (65,724) | $ (77,088) | |
Unremitted foreign earnings | (6,063) | (6,339) | |
Operating lease and finance lease right-of-use assets | (11,597) | (16,981) | |
Other, net | (2,604) | (2,571) | |
Total deferred income tax liabilities | (85,988) | (102,979) | |
Deferred income tax assets: | |||
Allowance for doubtful accounts and receivable adjustments | 1,704 | 1,498 | |
Inventory | 1,677 | 903 | |
Accrued liabilities | 15,345 | 11,608 | |
Net operating loss and tax credit carryforwards | 171,148 | 158,265 | |
Tax deductible goodwill | 6,171 | 8,066 | |
Disallowed Interest Deduction | 74,672 | 56,873 | |
Operating lease and finance lease liabilities | 13,004 | 18,127 | |
Other, net | 19,334 | 15,480 | |
Total deferred income tax assets | 303,055 | 270,820 | |
Valuation allowance | (220,030) | (163,805) | |
Total net deferred income tax assets | $ 4,036 | ||
Total net deferred income tax liabilities | (2,963) | ||
Increase (decrease) in valuation allowance | 56,200 | ||
Federal | |||
Deferred income tax assets: | |||
Valuation allowance related to disallowed interest deduction | 64,700 | ||
Valuation allowance related to limitation of utilization of NOL carryforwards | 60,500 | ||
Increase (decrease) in valuation allowance | $ 3,500 | ||
State | |||
Deferred income tax assets: | |||
Valuation allowance related to disallowed interest deduction | 9,100 | ||
Valuation allowance related to limitation of utilization of NOL carryforwards | 4,500 | ||
Foreign. | |||
Deferred income tax assets: | |||
Valuation allowance related to disallowed interest deduction | $ 81,300 |
Income Taxes - Net operating lo
Income Taxes - Net operating loss carryforwards (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating loss carryforwards | |
Tax deductible goodwill | $ 31,400 |
Trans Centra Inc | |
Operating loss carryforwards | |
Tax deductible goodwill | 12,200 |
Reorganization 2014 | |
Operating loss carryforwards | |
Tax deductible goodwill | 19,200 |
Federal | |
Operating loss carryforwards | |
Net operating loss carryforwards | 601,012 |
Federal | 2021 - 2025 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 80,880 |
Federal | 2026 - 2030 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 145,219 |
Federal | 2031 - 2040 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 374,913 |
State | |
Operating loss carryforwards | |
Net operating loss carryforwards | 413,137 |
State | 2021 - 2025 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 72,038 |
State | 2026 - 2030 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 91,726 |
State | 2031 - 2040 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 249,373 |
Foreign. | |
Operating loss carryforwards | |
Net operating loss carryforwards | 55,700 |
Foreign. | 2024 | Exela Poland | |
Operating loss carryforwards | |
Net operating loss carryforwards | 1,200 |
Foreign. | 2026 | Hungary and Serbia | |
Operating loss carryforwards | |
Net operating loss carryforwards | 300 |
Foreign. | 2027 | Netherland | |
Operating loss carryforwards | |
Net operating loss carryforwards | 1,700 |
Foreign. | 2031 | Finland | |
Operating loss carryforwards | |
Net operating loss carryforwards | $ 900 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||||||
Recognized tax benefit | $ 700 | |||||
Unrecognized tax benefits | $ 1,836 | $ 1,476 | $ 1,476 | 1,836 | $ 4,314 | $ 1,476 |
Accrued interest and penalties on unrecognized tax benefits | 2,100 | 2,100 | $ 2,300 | |||
Interest and penalties recorded on unrecognized tax benefits | 0 | (200) | (400) | |||
Uncertain tax position | 2,600 | |||||
Reconciliation of total amounts of unrecognized tax benefits | ||||||
Balance at beginning of the period | 4,314 | 1,476 | 1,047 | |||
Gross increases - tax positions in current period | 151 | 1,470 | 128 | |||
Balance at end of the period | 1,836 | 4,314 | 1,476 | |||
Deferred taxes provided for withholding or other taxes for repatriation of foreign earnings | 0 | |||||
Undistributed earnings from foreign subsidiaries | 106,300 | |||||
Foreign withholding taxes on the undistributed earnings | $ 6,000 | $ 6,300 | ||||
Undistributed Foreign Earnings | 300 | 1,600 | 4,700 | |||
Prior tax period 1 | ||||||
Reconciliation of total amounts of unrecognized tax benefits | ||||||
Gross increases - tax positions in prior period | 1,378 | $ 301 | ||||
Gross decreases - tax positions in prior period | (21) | |||||
Prior tax period 2 | ||||||
Reconciliation of total amounts of unrecognized tax benefits | ||||||
Gross decreases - tax positions in prior period | $ (2,608) | $ (10) |
Employee Benefit Plans - German
Employee Benefit Plans - Germany & UK (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Pension plans | |||
Plan assets | $ 87,215 | $ 75,875 | $ 62,952 |
Weighted average expected long-term rate | 3.45% | ||
German Pension Plan | Unfunded Plan | |||
Pension plans | |||
Plan assets | $ 0 | ||
German Pension Plan | Unfunded Plan | Minimum | |||
Pension plans | |||
Qualifying period | 10 years | ||
U.K. Pension Plan | |||
Pension plans | |||
Historical performance period | 10 years | ||
Weighted average expected long-term rate | 3.47% | 3.87% | |
U.K. Pension Plan | Minimum | |||
Pension plans | |||
Minimum required years prior to retirement for eligibility | 3 years | ||
Historical performance period | 15 years | 10 years | |
U.K. Pension Plan | Maximum | |||
Pension plans | |||
Historical performance period | 20 years | 20 years | |
Asterion Pension Plan | |||
Pension plans | |||
Weighted average expected long-term rate | 0.79% | 1.10% | |
Asterion Pension Plan | Minimum | |||
Pension plans | |||
Minimum required years prior to retirement for eligibility | 3 years | ||
Norway Pension Plan | |||
Pension plans | |||
Weighted average expected long-term rate | 2.70% | 3.80% | |
Norway Pension Plan | Minimum | |||
Pension plans | |||
Minimum required years prior to retirement for eligibility | 3 years |
Employee Benefit Plans - Funded
Employee Benefit Plans - Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in Benefit Obligation: | ||||
Benefit obligation at beginning of period | $ 100,961 | $ 90,051 | ||
Service cost | 69 | 80 | ||
Interest cost | 1,984 | 2,448 | ||
Actuarial loss | 18,861 | 9,168 | ||
Plan amendments | (10) | (835) | ||
Benefits paid | (4,745) | (3,082) | ||
Foreign-exchange rate changes | 4,891 | 3,131 | ||
Benefit obligation at end of year | 122,011 | 100,961 | ||
Change in Plan Assets: | ||||
Fair value of plan assets at beginning of period | 75,875 | 62,952 | ||
Actual return on plan assets | 10,755 | 10,906 | ||
Employer contributions | 2,052 | 2,557 | ||
Benefits paid | (4,651) | (2,995) | ||
Foreign-exchange rate changes | 3,184 | 2,455 | ||
Fair value of plan assets at end of period | 87,215 | 75,875 | ||
Funded status at end of year | $ (34,796) | $ (25,086) | ||
Net amount recognized in the Consolidated Balance Sheets: | ||||
Pension liability (b) | (35,515) | (25,681) | ||
Minimum regulatory benefit for Philippine legal entity | 600 | 500 | ||
Amounts recognized in accumulated other comprehensive loss, net of tax consist of: | ||||
Net actuarial loss | (17,064) | (8,059) | ||
Net amount recognized in accumulated other comprehensive loss | 17,064 | 8,059 | ||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||
Aggregate fair value of plan assets | 87,215 | 62,952 | 87,215 | 75,875 |
Defined Benefit Plan, Overfunded Plan [Member] | ||||
Change in Plan Assets: | ||||
Fair value of plan assets at end of period | 87,215 | |||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||
Aggregate fair value of plan assets | 87,215 | 87,215 | ||
Defined Benefit Plan, Underfunded Plan [Member] | ||||
Change in Plan Assets: | ||||
Fair value of plan assets at beginning of period | 75,875 | |||
Fair value of plan assets at end of period | 75,875 | |||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||
Aggregate fair value of plan assets | 75,875 | 75,875 | 75,875 | |
Underfunded Or Unfunded Plan [Member] | ||||
Change in Plan Assets: | ||||
Fair value of plan assets at beginning of period | 75,875 | |||
Fair value of plan assets at end of period | 87,215 | 75,875 | ||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||
Aggregate projected benefit obligation | 122,010 | 100,961 | ||
Aggregate accumulated benefit obligation | 122,010 | 100,961 | ||
Aggregate fair value of plan assets | 75,875 | $ 75,875 | 87,215 | 75,875 |
U.K. And Asterion Plans | ||||
Net amount recognized in the Consolidated Balance Sheets: | ||||
Pension liability (b) | (35,515) | (25,681) | ||
U.K. Pension Plan | ||||
Net amount recognized in the Consolidated Balance Sheets: | ||||
Pension liability (b) | (29,700) | (20,600) | ||
Asterion Pension Plan | ||||
Net amount recognized in the Consolidated Balance Sheets: | ||||
Pension liability (b) | (2,700) | (2,400) | ||
Norway Pension Plan | ||||
Net amount recognized in the Consolidated Balance Sheets: | ||||
Pension liability (b) | (100) | (100) | ||
German Pension Plan | ||||
Net amount recognized in the Consolidated Balance Sheets: | ||||
Pension liability (b) | (2,400) | $ (2,100) | ||
German Pension Plan | Unfunded Plan | ||||
Change in Plan Assets: | ||||
Fair value of plan assets at end of period | 0 | |||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||
Aggregate fair value of plan assets | $ 0 | $ 0 |
Employee Benefit Plans - Tax Ef
Employee Benefit Plans - Tax Effect on Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Net Periodic Benefit Costs | ||
Net actuarial loss | $ (17,064) | $ (8,059) |
Deferred tax benefit | $ 2,000 | $ 2,000 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net periodic benefit cost | |||
Service cost | $ 69 | $ 80 | |
Interest cost | 1,984 | 2,448 | |
Employer contributions | 2,052 | 2,557 | |
Pension And Postretirement [Member] | |||
Net periodic benefit cost | |||
Service cost | 74 | 80 | $ 82 |
Interest cost | 1,984 | 2,448 | 2,350 |
Expected return on plan assets | (2,530) | (2,460) | (2,841) |
Amortization of prior service cost | 150 | (169) | 9 |
Amortization of net (gain) loss | 1,739 | 1,768 | 1,755 |
Settlement loss | 552 | ||
Net periodic benefit cost | $ 1,969 | $ 1,667 | $ 1,355 |
Employee Benefits Plans - Valua
Employee Benefits Plans - Valuation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation | |||
Maximum percentage of unrecognized gains (losses) for amortization | 10.00% | ||
Amortization period for gains (losses) of defined benefit plans | 15 years | ||
Fair value of plan assets | $ 87,215 | $ 75,875 | $ 62,952 |
Weighted-average assumptions used to determine net periodic benefit cost: | |||
Expected asset return | 3.45% | ||
U.K. Pension Plan | |||
Valuation | |||
Historical performance period | 10 years | ||
Weighted-average assumptions used to determine benefit obligations: | |||
Discount rate | 1.40% | 2.10% | |
Weighted-average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 2.10% | 2.80% | |
Expected asset return | 3.47% | 3.87% | |
U.K. Pension Plan | Minimum | |||
Valuation | |||
Historical performance period | 15 years | 10 years | |
U.K. Pension Plan | Maximum | |||
Valuation | |||
Historical performance period | 20 years | 20 years | |
Asterion Pension Plan | |||
Weighted-average assumptions used to determine benefit obligations: | |||
Discount rate | 0.79% | 1.10% | |
Rate of compensation increase | 2.50% | ||
Weighted-average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 0.79% | 1.10% | |
Expected asset return | 0.79% | 1.10% | |
Rate of compensation increase | 2.50% | ||
Norway Pension Plan | |||
Weighted-average assumptions used to determine benefit obligations: | |||
Discount rate | 1.70% | 2.30% | |
Rate of compensation increase | 2.25% | 2.25% | |
Weighted-average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 1.70% | 2.30% | |
Expected asset return | 2.70% | 3.80% | |
Rate of compensation increase | 2.25% | 2.25% | |
German Pension Plan | |||
Weighted-average assumptions used to determine benefit obligations: | |||
Discount rate | 0.75% | 1.00% | |
Weighted-average assumptions used to determine net periodic benefit cost: | |||
Discount rate | 0.75% | 1.00% | |
Unfunded Plan | German Pension Plan | |||
Valuation | |||
Fair value of plan assets | $ 0 |
Employee Benefit Plans - Plan A
Employee Benefit Plans - Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 100.00% | 100.00% | 100.00% |
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 87,215 | $ 75,875 | $ 62,952 |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investment objective period to earn long-term expected rate of return | 15 years | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investment objective period to earn long-term expected rate of return | 20 years | ||
Level 1 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 430 | 837 | |
Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 86,785 | 75,038 | |
Cash. | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 430 | 837 | |
Cash. | Level 1 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 430 | $ 837 | |
UK and international equities | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 31.40% | 29.90% | 27.10% |
U.S. | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 16,201 | $ 13,121 | |
U.S. | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 16,201 | 13,121 | |
International | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 10,802 | 8,747 | |
International | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 10,802 | $ 8,747 | |
UK government and corporate bonds | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 2.70% | 12.50% | 12.70% |
Corporate bonds / UK Gilts | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 2,353 | $ 9,446 | |
Corporate bonds / UK Gilts | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 2,353 | $ 9,446 | |
Diversified growth fund | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 21.00% | 41.30% | 38.90% |
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 18,313 | $ 31,345 | |
Diversified growth fund | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 18,313 | $ 31,345 | |
Multi Asset Credit Fund [Member] | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 4.30% | ||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 3,713 | ||
Multi Asset Credit Fund [Member] | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 3,713 | ||
Liability Driven Investments [Member] | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 40.60% | 16.30% | 21.30% |
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 35,403 | $ 12,379 | |
Liability Driven Investments [Member] | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 35,403 | $ 12,379 |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employer Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employer Contributions | ||
Total employer contributions to pension plans | $ 2,100 | $ 2,600 |
Employer contributions to pension plans expected during 2021 | 3,100 | |
Estimated Future Benefit Payments | ||
2021 | 1,817 | |
2022 | 2,161 | |
2023 | 2,078 | |
2024 | 2,966 | |
2025 | 2,995 | |
2026 - 2030 | 17,878 | |
Total estimated future benefit payments | $ 29,895 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 26, 2020 | Jan. 30, 2020 | Sep. 21, 2017 | Dec. 31, 2020 | Mar. 31, 2020 |
Commitments and Contingencies | |||||
Shares returned to company | 1,523,578 | ||||
Accrued liability | $ 60,700,000 | ||||
Accrual amount for settlement | 60,700,000 | ||||
Adverse Arbitration Order | |||||
Commitments and Contingencies | |||||
Accrued liability | 9,600,000 | ||||
Accrual amount for settlement | $ 9,600,000 | ||||
SourceHOV | Petitioners | |||||
Commitments and Contingencies | |||||
Court determined fair value of stock at time of business combination (per share) | $ 4,591 | ||||
Amount awarded to petitioners | $ 57,698,426 | ||||
SourceHOV | Minimum | Petitioners | |||||
Commitments and Contingencies | |||||
Argued fair value per share | $ 1,633.85 | ||||
SourceHOV | Maximum | Petitioners | |||||
Commitments and Contingencies | |||||
Argued fair value per share | $ 5,079.28 | ||||
SourceHOV | Fair value guarantee | Common Stock | |||||
Commitments and Contingencies | |||||
Number of shares owned | 10,304 | ||||
Ex-Sigma 2, LLC | Petitioners | |||||
Commitments and Contingencies | |||||
Shares returned to company | 1,523,578 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets and liabilities measured at fair value | ||||||
Impairment of goodwill | $ 0 | $ 252,400 | $ 96,200 | $ 348,557 | ||
Carrying amounts and estimated fair values of financial instruments | ||||||
Goodwill | 359,771 | $ 359,781 | 359,771 | $ 708,258 | ||
Senior secured term loan | ||||||
Assets and liabilities measured at fair value | ||||||
Fair value percentage | 34.80% | |||||
Senior secured notes | ||||||
Assets and liabilities measured at fair value | ||||||
Fair value percentage | 30.80% | |||||
Level 3 | ||||||
Reconciliation of net assets and liabilities | ||||||
Balance as of Beginning of Period | $ 721 | 721 | ||||
Earn-out Adjustments | 279 | |||||
Payments/Reductions | (700) | |||||
Balance as of End of Period | 721 | 300 | 721 | |||
Carrying Amount | Recurring assets and liabilities | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Long-term debt | 1,398,385 | 1,498,004 | 1,398,385 | |||
Interest rate swap liability | 501 | 125 | 501 | |||
Acquisition contingent liability | 721 | 300 | 721 | |||
Carrying Amount | Nonrecurring assets and liabilities | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Goodwill | 359,771 | 359,781 | 359,771 | |||
Fair Value | Recurring assets and liabilities | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Long-term debt | 632,796 | 604,775 | 632,796 | |||
Interest rate swap liability | 501 | 125 | 501 | |||
Acquisition contingent liability | 721 | 300 | 721 | |||
Fair Value | Recurring assets and liabilities | Level 2 | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Long-term debt | 632,796 | 604,775 | 632,796 | |||
Interest rate swap liability | 501 | 125 | 501 | |||
Fair Value | Recurring assets and liabilities | Level 3 | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Acquisition contingent liability | 721 | 300 | 721 | |||
Fair Value | Nonrecurring assets and liabilities | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Goodwill | 359,771 | 359,781 | 359,771 | |||
Fair Value | Nonrecurring assets and liabilities | Level 3 | ||||||
Carrying amounts and estimated fair values of financial instruments | ||||||
Goodwill | $ 359,771 | $ 359,781 | $ 359,771 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - RSU's - 2013 Plan - shares | Dec. 31, 2020 | Jul. 12, 2017 |
Stock-based compensation | ||
Unvested RSU's | 0 | 9,880 |
SourceHOV | ||
Stock-based compensation | ||
Restricted stock units outstanding | 24,535 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plan (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 20, 2017 |
Exela 2018 Stock Incentive Plan | |||
Common stock shares authorized | 1,600,000,000 | 1,600,000,000 | |
2018 Plan | |||
Exela 2018 Stock Incentive Plan | |||
Common stock shares authorized | 2,774,588 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Grants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Adjustment in number of tax withholding shares in 2018 | 3,433 | |
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 1,567 | |
Payment, Tax Withholding, Share-based Payment Arrangement | $ 7 | $ 223 |
RSU's | ||
Stock-Based Compensation | ||
Payment, Tax Withholding, Share-based Payment Arrangement | $ 100 | |
RSU's | 2018 Plan | ||
Number of Shares | ||
Balance at the beginning of the period (in shares) | 103,102 | |
Shares vested | (76,647) | |
Balance at the end of the period (in shares) | 26,455 | 103,102 |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period | $ 5.97 | |
Shares vested | 7.55 | |
Balance at the end of the period | $ 3.78 | $ 5.97 |
Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life (in years) | 10 months 28 days | 1 year 2 months 8 days |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value outstanding | $ 50 | $ 616 |
RSU's | 2018 Plan | Minimum | ||
Stock-Based Compensation | ||
Vesting period | 1 year | |
RSU's | 2018 Plan | Maximum | ||
Stock-Based Compensation | ||
Vesting period | 2 years | |
Common Stock | ||
Stock-Based Compensation | ||
Adjustment in number of tax withholding shares in 2018 | 921 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 18, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
2013 Plan and 2018 Plan | Selling, general and administrative expense | ||||
Unrecognized compensation expense | ||||
Total compensation expense | $ 2.8 | $ 7.8 | $ 7.6 | |
Stock options | ||||
Outstanding | ||||
Exercised (in shares) | 379,480 | |||
Stock options | 2013 Plan and 2018 Plan | ||||
Unrecognized compensation expense | ||||
Unrecognized compensation expense | $ 2.8 | |||
Stock options | 2018 Plan | ||||
Stock-based compensation | ||||
Minimum fair market value per share of underlying stock used to determine option grant price, as a percent | 100.00% | |||
Expiration of stock options | 10 years | |||
Outstanding | ||||
Outstanding Balance at beginning of the year (in shares) | 1,645,900 | |||
Granted (in shares) | 70,000 | |||
Forfeited (in shares) | (80,200) | |||
Outstanding Balance at the end of the year (in shares) | 1,635,700 | 1,645,900 | ||
Weighted average Grant Date fair Value | ||||
Outstanding balance at the beginning of the period | $ 5.91 | |||
Granted | 0.75 | |||
Forfeited | 6.19 | |||
Outstanding balance at the end of the period | 5.67 | $ 5.91 | ||
Weighted Average Exercise Price | ||||
Outstanding Balance at the beginning of the year | 12.42 | |||
Outstanding Balance at the end of the year (in shares) | $ 11.89 | $ 12.42 | ||
Additional information | ||||
Average Remaining Vesting Period | 1 year 5 months 1 day | 2 years 3 months 7 days | ||
Aggregate Intrinsic Value | $ 0 | |||
Stock options | 2018 Plan | Minimum | ||||
Stock-based compensation | ||||
Vesting period | 2 years | |||
Stock options | 2018 Plan | Maximum | ||||
Stock-based compensation | ||||
Vesting period | 4 years |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended | |||
Dec. 31, 2020Voteshares | Dec. 31, 2019shares | Dec. 31, 2018shares | Mar. 31, 2020shares | |
Common Stock | ||||
Common Stock, shares authorized | 1,600,000,000 | 1,600,000,000 | ||
Number of voting rights entitled for each share of Common Stock held | Vote | 1 | |||
Common stock, shares issued | 51,693,931 | 51,212,945 | ||
Common Stock, shares, outstanding | 49,242,225 | 50,283,896 | ||
Common stock, shares returned | 1,523,578 | |||
Series A Preferred Stock | ||||
Common Stock | ||||
Preferred shares converted to common shares (in shares) | 1,004,183 | |||
Common Stock | ||||
Common Stock | ||||
Preferred shares converted to common shares (in shares) | 409,238 | 112,071 | 662,256 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jul. 12, 2017 | |
Preferred Stock | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares outstanding | 3,290,050 | 4,294,233 | |
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Series A Preferred Stock | |||
Preferred Stock | |||
Preferred stock, shares outstanding | 3,290,050 | 4,294,233 | |
Preferred Stock, par value (in dollars per share) | $ 0.0001 | ||
Preferred Stock convertible | 0.4269 | ||
Preferred Stock, cumulative dividends rate (in percentage) | 10.00% | ||
Accumulated preferred stock, Dividends | $ 1.3 | $ 3.3 | |
Additional common stock issuable upon conversion of remaining convertible shares | 1,404,621 | ||
Cumulative accrued but unpaid dividends | $ 10.8 | ||
Per share average of cumulative preferred dividends (in dollars per share) | $ 3.3 |
Stockholders' Equity - Treasury
Stockholders' Equity - Treasury Stock (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Nov. 08, 2017 | |
Stockholders' Equity | |||
Treasury stock, shares authorized | 1,666,667 | ||
Share Repurchased (in shares) | 929,049 | ||
Shares returned in connection with the Appraisal Action following repayment of Margin Loan (in shares) | 1,523,578 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 12 Months Ended |
Dec. 31, 2020item$ / sharesshares | |
Warrants | |
Number of Common Stock each warrant may purchase | 0.5 |
Exercise price of warrant per half of Common Stock | $ / shares | $ 5.75 |
Exercise price of warrant per one Common Stock (in US$ per share) | $ / shares | $ 34.50 |
Expiration of warrants from business acquisition date | 5 years |
Warrant redemption price (in US$ per share) | $ / shares | $ 0.01 |
Minimum written notice period of redemption | 30 days |
Minimum common stock sales price for exercise of redemption right (in US$ per share) | $ / shares | $ 72 |
Minimum trading days within 30-day period at $72 per share for exercise of redemption right | item | 20 |
Trading day period for exercise of redemption right | 30 days |
Period of the 30-day period prior to notice of redemption | 3 days |
Period of current registration effectivity prior to 30-day trading period | 5 days |
Warrants | |
Warrants | |
Warrants outstanding | 34,986,302 |
Number of warrants separated from the original unit | 34,986,302 |
Number of warrants not separated from the original unit | 13,698 |
Warrants | IPO | |
Warrants | |
Units issued | 35,000,000 |
Common stock included in units | 1 |
Warrants included in units | 1 |
Related-Party Transactions - Re
Related-Party Transactions - Relationship with HandsOn Global Management (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)agreement | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016 | |
Related-Party Transactions | ||||||||||||
Amount of related party transaction | $ 5,381 | $ 9,501 | $ 12,403 | |||||||||
Related party expense | $ 1,324 | $ 1,360 | $ 1,146 | $ 1,551 | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 5,381 | 9,501 | 12,403 | |
HGM | ||||||||||||
Related-Party Transactions | ||||||||||||
Ownership percentage | 50.00% | 50.00% | ||||||||||
HGM | Travel Expense | ||||||||||||
Related-Party Transactions | ||||||||||||
Amount of related party transaction | $ 100 | 600 | ||||||||||
HGM | Travel Expense | Maximum | ||||||||||||
Related-Party Transactions | ||||||||||||
Amount of related party transaction | 100 | |||||||||||
HGM | Master Service Agreement | ||||||||||||
Related-Party Transactions | ||||||||||||
Number of master agreements | agreement | 10 | |||||||||||
Entities affiliated with HGM managed funds | Master Service Agreement | ||||||||||||
Related-Party Transactions | ||||||||||||
Revenue share percentage | 25.00% | |||||||||||
SourceHOV | Master Service Agreement | ||||||||||||
Related-Party Transactions | ||||||||||||
Revenue share percentage | 75.00% | |||||||||||
SourceHOV | Entities affiliated with HGM managed funds | Master Service Agreement | ||||||||||||
Related-Party Transactions | ||||||||||||
Related party expense | $ 1,900 | $ 1,000 | $ 700 |
Related-Party Transactions - _2
Related-Party Transactions - Relationship with HOV Services, Ltd (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related-Party Transactions | |||
Rental expense on operating leases under ASC 842 | $ 69,100 | $ 77,300 | |
Amount of related party transaction | 5,381 | 9,501 | $ 12,403 |
Affiliate of largest stockholder | |||
Related-Party Transactions | |||
Rental expense on operating leases under ASC 842 | 200 | 400 | 700 |
HOV Services, Ltd | Data Capture And Technology Services | Cost of revenue | |||
Related-Party Transactions | |||
Amount of related party transaction | $ 1,400 | $ 1,500 | $ 1,600 |
Related Party Transactions - Re
Related Party Transactions - Relationship with Ex-Sigma and Ex-Sigma 2 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||||||||
Related party expense | $ 1,324 | $ 1,360 | $ 1,146 | $ 1,551 | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 5,381 | $ 9,501 | $ 12,403 | |
Settlement gain on related party payable to Ex-Sigma 2 | 1,287 | |||||||||||
Ex-Sigma 2, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash reimbursed to related parties | $ 5,600 | |||||||||||
Margin Loan | Ex-Sigma 2, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party expense | 1,700 | 5,200 | ||||||||||
Related party payables | $ 6,900 | 6,900 | ||||||||||
Settlement gain on related party payable to Ex-Sigma 2 | 1,300 | |||||||||||
Amount of bonus paid | $ 4,600 | |||||||||||
Payroll taxes | 1,700 | |||||||||||
Margin Loan | Ex-Sigma 2, LLC | Selling, general and administrative expense | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Amount of bonus expense incurred | $ 6,300 | 6,300 | ||||||||||
Secondary Offering | Ex-Sigma 2, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party expense | 2,100 | 2,400 | ||||||||||
Legal Expenses | Ex-Sigma 2, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party expense | $ 300 | $ 600 | $ 400 |
Related-Party Transactions - Co
Related-Party Transactions - Consulting Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related-Party Transactions | |||||||||||
Related party expense | $ 1,324 | $ 1,360 | $ 1,146 | $ 1,551 | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 5,381 | $ 9,501 | $ 12,403 |
Consulting Services | Oakana Holdings Inc | |||||||||||
Related-Party Transactions | |||||||||||
Related party expense | $ 200 | $ 200 | $ 200 |
Related Party Transactions - _2
Related Party Transactions - Relationship with Apollo Global Management, LLC (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related-Party Transactions | |||||||||||
Related party expense | $ 1,324 | $ 1,360 | $ 1,146 | $ 1,551 | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 5,381 | $ 9,501 | $ 12,403 |
Management Holdings | Master Service Agreement | |||||||||||
Related-Party Transactions | |||||||||||
Revenue from related parties | 100 | 600 | 600 | ||||||||
Caesars | Master Service Agreement | |||||||||||
Related-Party Transactions | |||||||||||
Revenue from related parties | 900 | 4,400 | 4,100 | ||||||||
ADT LLC | Master Service Agreement | |||||||||||
Related-Party Transactions | |||||||||||
Revenue from related parties | 300 | 1,200 | 600 | ||||||||
Diamond Resorts Centralized Services | Master Service Agreement | |||||||||||
Related-Party Transactions | |||||||||||
Revenue from related parties | 900 | 5,400 | 5,700 | ||||||||
Diamond Resorts Centralized Services | Master Service Agreement | Maximum | |||||||||||
Related-Party Transactions | |||||||||||
Related party cost of revenue | 100 | 100 | 100 | ||||||||
Presidio Group | Master Service Agreement | |||||||||||
Related-Party Transactions | |||||||||||
Related party expense | $ 200 | $ 1,000 | $ 700 |
Related-Party Transactions - _3
Related-Party Transactions - Receivable and Payable Balance with Affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payable and Receivable Balances with Affiliates | ||
Receivables and Prepaid Expenses | $ 711 | $ 716 |
Payables | 97 | 1,740 |
HOV Services, Ltd | ||
Payable and Receivable Balances with Affiliates | ||
Receivables and Prepaid Expenses | 711 | 601 |
Rule 14, LLC | ||
Payable and Receivable Balances with Affiliates | ||
Payables | 44 | 250 |
HGM | ||
Payable and Receivable Balances with Affiliates | ||
Receivables and Prepaid Expenses | 115 | |
Payables | 52 | |
Apollo | ||
Payable and Receivable Balances with Affiliates | ||
Payables | 202 | |
Oakana Holdings Inc | ||
Payable and Receivable Balances with Affiliates | ||
Payables | $ 1 | 1 |
Ex-Sigma | ||
Payable and Receivable Balances with Affiliates | ||
Payables | $ 1,287 |
Segment and Geographic Area I_3
Segment and Geographic Area Information - Revenue by segment information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment information | |||||||||||
Number of segments | segment | 3 | ||||||||||
Revenue | $ 314,109 | $ 305,280 | $ 307,722 | $ 365,451 | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 1,292,562 | $ 1,562,337 | $ 1,586,222 |
Cost of revenue (exclusive of depreciation and amortization) | 254,995 | 234,222 | 241,788 | 292,539 | 314,858 | 295,445 | 303,831 | 310,601 | 1,023,544 | 1,224,735 | 1,213,403 |
Segment profit | 269,018 | 337,602 | 372,819 | ||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 45,879 | 42,837 | 47,014 | 50,374 | 49,678 | 48,347 | 51,162 | 49,677 | 186,104 | 198,864 | 184,908 |
Depreciation and amortization | 25,826 | 22,095 | 22,847 | 23,185 | 24,421 | 25,079 | 24,779 | 26,624 | 93,953 | 100,903 | 138,077 |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 349,557 | 48,127 | |||||||
Related party expense | 5,381 | 9,501 | 12,403 | ||||||||
Interest expense, net | 44,238 | 43,612 | 44,440 | 41,588 | 43,216 | 40,573 | 39,959 | 39,701 | 173,878 | 163,449 | 155,991 |
Debt modification and extinguishment costs | 9,589 | 1,404 | 9,589 | 1,404 | 1,067 | ||||||
Sundry expense (income), net | 98 | (434) | (899) | 1,082 | (600) | 165 | (1,311) | 2,715 | (153) | 969 | (3,271) |
Other expense (income), net | 10,867 | (10,414) | (584) | (34,657) | 10,003 | 406 | 2,527 | 1,493 | (34,788) | 14,429 | (3,030) |
Net loss before income taxes | (78,707) | (27,998) | (48,030) | (10,211) | (302,131) | (135,058) | (36,833) | (27,452) | (164,946) | (501,474) | (161,453) |
ITPS | |||||||||||
Segment information | |||||||||||
Revenue | 243,537 | 234,365 | 243,029 | 284,112 | 306,665 | 292,607 | 309,840 | 325,172 | 1,005,043 | 1,234,284 | 1,273,647 |
Cost of revenue (exclusive of depreciation and amortization) | 200,387 | 183,671 | 195,835 | 235,120 | 250,927 | 241,867 | 249,589 | 259,272 | 815,013 | 1,001,655 | 1,010,320 |
Segment profit | 190,030 | 232,629 | 263,327 | ||||||||
HS | |||||||||||
Segment information | |||||||||||
Revenue | 51,623 | 54,209 | 49,166 | 64,049 | 69,806 | 62,132 | 63,440 | 61,343 | 219,047 | 256,721 | 228,015 |
Cost of revenue (exclusive of depreciation and amortization) | 39,394 | 39,444 | 36,148 | 44,931 | 53,634 | 42,717 | 43,353 | 40,341 | 159,917 | 180,045 | 151,877 |
Segment profit | 59,130 | 76,676 | 76,138 | ||||||||
LLPS | |||||||||||
Segment information | |||||||||||
Revenue | 18,949 | 16,706 | 15,527 | 17,290 | 17,115 | 18,806 | 17,569 | 17,842 | 68,472 | 71,332 | 84,560 |
Cost of revenue (exclusive of depreciation and amortization) | $ 15,214 | $ 11,107 | $ 9,805 | $ 12,488 | $ 10,297 | $ 10,861 | $ 10,889 | $ 10,988 | 48,614 | 43,035 | 51,206 |
Segment profit | $ 19,858 | $ 28,297 | $ 33,354 |
Segment and Geographic Area I_4
Segment and Geographic Area Information - Revenues by principal geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues by principal geographic area | |||||||||||
Revenue | $ 314,109 | $ 305,280 | $ 307,722 | $ 365,451 | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 1,292,562 | $ 1,562,337 | $ 1,586,222 |
United States | |||||||||||
Revenues by principal geographic area | |||||||||||
Revenue | 1,057,006 | 1,286,678 | 1,347,516 | ||||||||
EMEA | |||||||||||
Revenues by principal geographic area | |||||||||||
Revenue | 213,418 | 248,466 | 211,314 | ||||||||
Other | |||||||||||
Revenues by principal geographic area | |||||||||||
Revenue | $ 22,138 | $ 27,193 | $ 27,392 |
Unaudited Quarterly Financial_3
Unaudited Quarterly Financial Data - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Selected Quarterly Financial Results (Unaudited) | |||||||||||
Revenue | $ 314,109 | $ 305,280 | $ 307,722 | $ 365,451 | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 1,292,562 | $ 1,562,337 | $ 1,586,222 |
Cost of revenue (exclusive of depreciation and amortization) | 254,995 | 234,222 | 241,788 | 292,539 | 314,858 | 295,445 | 303,831 | 310,601 | 1,023,544 | 1,224,735 | 1,213,403 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 45,879 | 42,837 | 47,014 | 50,374 | 49,678 | 48,347 | 51,162 | 49,677 | 186,104 | 198,864 | 184,908 |
Depreciation and amortization | 25,826 | 22,095 | 22,847 | 23,185 | 24,421 | 25,079 | 24,779 | 26,624 | 93,953 | 100,903 | 138,077 |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 349,557 | 48,127 | |||||||
Related party expense | 1,324 | 1,360 | 1,146 | 1,551 | 1,742 | 1,430 | 5,331 | 998 | 5,381 | 9,501 | 12,403 |
Operating loss | (13,915) | 4,766 | (5,073) | (2,198) | (249,512) | (93,914) | 5,746 | 16,457 | (16,420) | (321,223) | (10,696) |
Other expense (income), net: | |||||||||||
Interest expense, net | 44,238 | 43,612 | 44,440 | 41,588 | 43,216 | 40,573 | 39,959 | 39,701 | 173,878 | 163,449 | 155,991 |
Debt modification and extinguishment costs | 9,589 | 1,404 | 9,589 | 1,404 | 1,067 | ||||||
Sundry expense (income), net | 98 | (434) | (899) | 1,082 | (600) | 165 | (1,311) | 2,715 | (153) | 969 | (3,271) |
Other expense (income), net | 10,867 | (10,414) | (584) | (34,657) | 10,003 | 406 | 2,527 | 1,493 | (34,788) | 14,429 | (3,030) |
Net loss before income taxes | (78,707) | (27,998) | (48,030) | (10,211) | (302,131) | (135,058) | (36,833) | (27,452) | (164,946) | (501,474) | (161,453) |
Income tax (expense) benefit | (10,144) | (320) | (661) | (2,459) | (1,953) | 3,769 | (4,738) | (4,720) | (13,584) | (7,642) | (8,353) |
Net loss | (88,851) | (28,318) | (48,691) | (12,670) | (304,084) | (131,289) | (41,571) | (32,172) | (178,530) | (509,116) | (169,806) |
Cumulative dividends for Series A Preferred Stock | (915) | (976) | (858) | (597) | (884) | (914) | (914) | (1,309) | (3,309) | (3,655) | |
Cumulative dividends for Series A Preferred Stock | 1,440 | ||||||||||
Net loss attributable to common stockholders | $ (89,766) | $ (29,294) | $ (49,549) | $ (11,230) | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (179,839) | $ (512,425) | $ (173,461) |
Weighted average outstanding common shares | 49,172,037 | 49,170,477 | 49,169,556 | 49,065,055 | 48,720,451 | 48,545,583 | 48,488,731 | 48,524,074 | |||
Earnings per share: | |||||||||||
Basic and diluted | $ (1.82) | $ (0.60) | $ (1.01) | $ (0.23) | $ (6.27) | $ (2.72) | $ (0.88) | $ (0.68) | $ (3.66) | $ (10.55) | $ (3.52) |
ITPS | |||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||
Revenue | $ 243,537 | $ 234,365 | $ 243,029 | $ 284,112 | $ 306,665 | $ 292,607 | $ 309,840 | $ 325,172 | $ 1,005,043 | $ 1,234,284 | $ 1,273,647 |
Cost of revenue (exclusive of depreciation and amortization) | 200,387 | 183,671 | 195,835 | 235,120 | 250,927 | 241,867 | 249,589 | 259,272 | 815,013 | 1,001,655 | 1,010,320 |
HS | |||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||
Revenue | 51,623 | 54,209 | 49,166 | 64,049 | 69,806 | 62,132 | 63,440 | 61,343 | 219,047 | 256,721 | 228,015 |
Cost of revenue (exclusive of depreciation and amortization) | 39,394 | 39,444 | 36,148 | 44,931 | 53,634 | 42,717 | 43,353 | 40,341 | 159,917 | 180,045 | 151,877 |
LLPS | |||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||
Revenue | 18,949 | 16,706 | 15,527 | 17,290 | 17,115 | 18,806 | 17,569 | 17,842 | 68,472 | 71,332 | 84,560 |
Cost of revenue (exclusive of depreciation and amortization) | $ 15,214 | $ 11,107 | $ 9,805 | $ 12,488 | $ 10,297 | $ 10,861 | $ 10,889 | $ 10,988 | $ 48,614 | $ 43,035 | $ 51,206 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Mar. 18, 2021USD ($)$ / sharesshares | Mar. 15, 2021USD ($) | Jan. 26, 2021 | Jan. 25, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Exercise price of warrants | $ 34.50 | |||||
Gross proceeds from offering expected | $ | $ 25.2 | |||||
Subsequent Events | ||||||
Subsequent Event [Line Items] | ||||||
Reverse stock split | 0.3333 | 0.3333 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Common Stock bid price | $ 1 | |||||
Consecutive trading days | 30 days | |||||
Subsequent Events | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Purchase of common stock, share | shares | 9,731,819 | |||||
Common stock issued price | $ 2.75 | |||||
Number of warrants issued | shares | 9,731,819 | |||||
Exercise price of warrants | $ 4 | |||||
Warrants expiration term | 6 months | |||||
Warrants exercisable period | 5 years | |||||
Gross proceeds from offering expected | $ | $ 26.8 | |||||
Subsequent Events | 180-day grace period | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock bid price | $ 1 | |||||
Consecutive trading days | 10 days |