Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Registrant Name | KLDiscovery Inc. | ||
Entity Central Index Key | 0001752474 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 42,920,136 | ||
Entity Public Float | $ 60.8 | ||
Entity File Number | 001-38789 | ||
Entity Tax Identification Number | 61-1898603 | ||
Entity Address, Address Line One | 9023 Columbine Road | ||
Entity Address, City or Town | Eden Prairie | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55347 | ||
City Area Code | 703 | ||
Local Phone Number | 288-3380 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Tysons, Virginia | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 32,629 | $ 46,468 |
Accounts receivable, net of allowance for doubtful accounts of $5,403 and $9,774, respectively | 95,727 | 93,273 |
Prepaid expenses | 10,726 | 9,669 |
Other current assets | 1,175 | 1,133 |
Total current assets | 140,257 | 150,543 |
Property and equipment | ||
Accumulated depreciation | (79,958) | (81,261) |
Property and equipment, net | 19,840 | 22,276 |
Operating lease right of use assets, net | 12,412 | |
Intangible assets, net | 46,862 | 59,291 |
Goodwill | 391,114 | 395,759 |
Other assets | 8,957 | 8,535 |
Total assets | 619,442 | 636,404 |
Current liabilities | ||
Current portion of long-term debt, net | 3,000 | 3,000 |
Accounts payable and accrued expense | 25,009 | 27,067 |
Operating lease liabilities | 7,850 | |
Current portion of contingent consideration | 646 | |
Deferred revenue | 4,536 | 4,800 |
Total current liabilities | 40,395 | 35,513 |
Long-term debt, net | 524,529 | 507,706 |
Deferred tax liabilities | 7,793 | 6,772 |
Long term operating lease liabilities | 10,340 | |
Other liabilities | 2,694 | 8,559 |
Total liabilities | 585,751 | 558,550 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock $0.0001 par value, 200,000,000 shares authorized, 42,920,136 and 42,684,549 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Preferred stock $0.0001 par value, 1,000,000 shares authorized, zero issued and outstanding as of December 31, 2022 and December 31, 2021 | ||
Additional paid-in capital | 391,977 | 386,028 |
Accumulated deficit | (359,141) | (315,967) |
Accumulated other comprehensive income | 851 | 7,789 |
Total stockholders' equity | 33,691 | 77,854 |
Total liabilities and stockholders' equity | 619,442 | 636,404 |
Computer software and hardware | ||
Property and equipment | ||
Property and equipment, gross | 71,720 | 73,677 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, gross | 25,869 | 26,796 |
Furniture, fixtures and other equipment | ||
Property and equipment | ||
Property and equipment, gross | $ 2,209 | $ 3,064 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,403 | $ 9,774 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,920,136 | 42,684,549 |
Common stock, shares outstanding | 42,920,136 | 42,684,549 |
Preferred Stock, per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 317,432 | $ 320,477 |
Cost of revenues | 165,454 | 163,958 |
Gross profit | 151,978 | 156,519 |
Operating expenses | ||
General and administrative | 63,294 | 61,245 |
Research and development | 13,486 | 10,265 |
Sales and marketing | 43,570 | 39,892 |
Impairment of intangible asset | 22,529 | |
Depreciation and amortization | 19,593 | 27,863 |
Total operating expenses | 139,943 | 161,794 |
Income (loss) from operations | 12,035 | (5,275) |
Other expenses | ||
Other expense | 54 | 25 |
Change in fair value of Private Warrants | (1,207) | (1,969) |
Interest expense | 54,650 | 50,402 |
Loss on extinguishment of debt | 7,257 | |
Loss before income taxes | (41,462) | (60,990) |
Income tax provision (benefit) | 1,712 | (447) |
Net loss | (43,174) | (60,543) |
Other comprehensive loss, net of tax | ||
Foreign currency translation | (6,938) | (4,465) |
Total other comprehensive loss, net of tax | (6,938) | (4,465) |
Comprehensive loss | $ (50,112) | $ (65,008) |
Net loss per share - basic | $ (1.01) | $ (1.42) |
Net loss per share - diluted | $ (1.01) | $ (1.42) |
Weighted average shares outstanding - basic | 42,709,706 | 42,601,745 |
Weighted average shares outstanding - diluted | 42,709,706 | 42,601,745 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balance at Dec. 31, 2020 | $ 142,221 | $ 4 | $ 385,387 | $ (255,424) | $ 12,254 |
Balance (in shares) at Dec. 31, 2020 | 42,529,017 | ||||
Share-based compensation | 4,080 | 4,080 | |||
Exercise of stock options | 38 | 38 | |||
Exercise of stock options (in Shares) | 4,676 | ||||
Stock issued in exchange for vested units (in Shares) | 103,622 | ||||
Private warrants | (3,810) | (3,810) | |||
Acquisition related contingent consideration | 333 | 333 | |||
Acquisition related contingent consideration (in Shares) | 47,234 | ||||
Foreign exchange translation | (4,465) | (4,465) | |||
Net loss | (60,543) | (60,543) | |||
Balance at Dec. 31, 2021 | 77,854 | $ 4 | 386,028 | (315,967) | 7,789 |
Balance (in shares) at Dec. 31, 2021 | 42,684,549 | ||||
Share-based compensation | 5,282 | 5,282 | |||
Stock issued in exchange for vested units (in Shares) | 106,991 | ||||
Acquisition related contingent consideration | 667 | 667 | |||
Acquisition related contingent consideration (in Shares) | 128,596 | ||||
Foreign exchange translation | (6,938) | (6,938) | |||
Net loss | (43,174) | (43,174) | |||
Balance at Dec. 31, 2022 | $ 33,691 | $ 4 | $ 391,977 | $ (359,141) | $ 851 |
Balance (in shares) at Dec. 31, 2022 | 42,920,136 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (43,174) | $ (60,543) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 31,237 | 38,018 |
Paid in kind interest | 19,995 | 19,060 |
Loss on extinguishment of debt | 7,257 | |
Stock-based compensation | 5,137 | 3,980 |
Provision for losses on accounts receivable | 3,148 | 3,149 |
Deferred income taxes | 771 | (564) |
Change in fair value of contingent consideration | 21 | (275) |
Change in fair value of Private Warrants | (1,207) | (1,969) |
Impairment of intangible asset | 22,529 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,672) | (11,362) |
Prepaid expenses and other assets | (3,458) | (5,490) |
Accounts payable and accrued expenses | 2,320 | (4,573) |
Deferred revenue | (168) | 882 |
Net cash provided by operating activities | 7,950 | 10,099 |
Investing activities | ||
Purchases of property and equipment | (16,189) | (12,488) |
Net cash used in investing activities | (16,189) | (12,488) |
Financing activities | ||
Proceeds for exercise of stock options | 38 | |
Payments for finance lease obligations | (1,981) | (2,518) |
Debt issuance costs | (2,031) | |
Proceeds long-term debt, net of original issue discount | 294,000 | |
Retirement of debt | (289,000) | |
Payment on long-term debt | (3,000) | (2,250) |
Net cash used in financing activities | (4,981) | (1,761) |
Effect of foreign exchange rates | (619) | (583) |
Net decrease in cash | (13,839) | (4,733) |
Cash at beginning of period | 46,468 | 51,201 |
Cash at end of period | 32,629 | 46,468 |
Supplemental disclosure: | ||
Cash paid for interest | 34,869 | 36,073 |
Net income taxes paid (refunded) | 705 | (244) |
Significant noncash investing and financing activities | ||
Purchases of property and equipment in accounts payable and accrued expenses on the consolidated balance sheets | $ 125 | $ 429 |
Organization, Business and Summ
Organization, Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, business and summary of significant accounting policies | Note 1 – Organization, business and sum mary of significant accounting policies Organization KLDiscovery Inc. (the “Company,” “we” or “us”) is a leading global provider of eDiscovery, information governance and data recovery solutions to corporations, law firms, insurance companies and individuals in 16 countries around the world. We provide technology soluti ons to help our clients solve complex data challenges. The Company’s headquarters are located in Eden Prairie, MN. The Company has 25 locations in 16 countries, as well as 9 data centers and 13 data recovery labs globally. The Company was originally incorporated under the name Pivotal Acquisition Corp. (“Pivotal”) as a blank check company on August 2, 2018 under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, stock purchase, reorganization or similar business combination with one or more businesses or entities. On December 19, 2019, Pivotal acquired the outstanding shares of LD Topco, Inc. via a reverse capitalization (the “Business Combination”) and was renamed KLDiscovery Inc. Principles of consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of KLDiscovery and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Although actual results could differ from those estimates, management does not believe that such differences would be material. Significant estimates include, but are not limited to, the allowance for doubtful accounts, determining the fair values of assets acquired and liabilities assumed, including the fair value of Private Warrants (as defined in Note 3), the determination of the incremental borrowing rate used to measure right-of-use assets and liabilities, the recoverability and useful lives of property and equipment, intangible assets, and other long-lived assets, the evaluation of goodwill for impairment, the valuation and realization of deferred income taxes, the fair value of the Company’s common stock, $ 0.0001 par value per share (the “Common Stock”), stock option awards, and acquisition-related contingent consideration. Segments, concentration of credit risk, major customers and liquidity The Company operates in one business segment, providing technology-based litigation support solutions and services. Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places its cash with a banking institution where the balances, at times, exceed federally insured limits. Management believes the risks associated with these deposits are limited. With respect to accounts receivable, the Company performs ongoing evaluations of its customers, generally grants uncollateralized credit terms to its customers, and maintains an allowance for doubtful accounts based on historical experience and management’s expectations of future losses. As of and for the year ended December 31, 2022 the Company had one single customer that represented approximately six percent (6%) of its consolidated revenues and one single customer that represented approximately 6% of its consolidated accounts receivable. The Company did no t have a single customer that represented more tha n five percent (5%) o r more of its consolidated revenues or accounts receivable as of and for the year ended December 31, 2021. The Company believes that the geographic and industry diversity of the Company’s customer base throughout the U.S. and internationally minimizes the risk of incurring material losses due to concentrations of credit risk. The Company’s foreign revenues, principally from businesses in the UK and Germany, totaled approximately $ 49.6 million and $ 64.1 million in 2022 and 2021 , respectively. The Company’s long-lived assets in foreign countries, principally in the UK and Germany, totaled approximately $ 25.9 million for each of the years ended December 31, 2022 and 2021. As disclosed in Note 7, the Company has significant outstanding debt that comes due in 2024. While the Company is exploring various options to refinance the debt, new financings may not be available to the Company on commercially acceptable terms, or at all. Foreign currency Results of operations for the Company’s non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive income.” Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other expense” on the Company’s Consolidated Statements of Comprehensive Loss. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date. Cash and cash equivalents The Company considers all highly liquid financial instruments with an original maturity of three months or less when purchased to be cash equivalents. Accounts receivable Accounts receivable are recorded at original invoice amount less an estimate for doubtful receivables based on a review of outstanding amounts monthly. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history. Accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. A rollforward of the allowance for doubtful accounts is presented below (in thousands): Balance at December 31, 2020 $ 8,513 Charged to/reversed from expense 3,149 Deductions (write offs) ( 1,888 ) Balance at December 31, 2021 $ 9,774 Charged to/reversed from expense 3,148 Deductions (write offs) ( 7,519 ) Balance at December 31, 2022 $ 5,403 Fixed Assets Computer software, property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer software and hardware 3 to 5 years Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and other equipment 3 to 5 years Gains or losses on disposals are included in results of operations at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Costs for replacements and betterments are capitalized, while the costs of maintenance and repairs are expensed as incurred. Finance leases right of use assets are included in Property and equipment and are stated at the present value of minimum lease payments and subsequently amortized using the straight-line method over the earlier of the end of the asset's useful life or the end of the lease term. Depreciation expense totaled $ 9.6 million and $ 10.9 million for the years ended December 31, 2022 and 2021, respectively, and includes amortization of assets recorded under finance leases. For additional information on leases, refer to Note 6 – Leases . Internal-use software development costs The Company capitalizes certain internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditure will result in additional functionality. Capitalized software costs are depreciated over the estimated useful life of the underlying project on a straight-line basis. The Company’s estimated useful life of capitalized software costs varies between three and five years , depending on management’s expectation of the economic life of various software. Capitalized software amortization costs are recorded as a component of cost of revenue. Capitalized software costs are reflected as part of the “Intangible assets, net” in the Company’s Consolidated Balance Sheets and totaled $ 17.5 million and $ 14.7 million, net of accumulated amortization, as of December 31, 2022 and 2021 , respectively. Intangible assets and other long-lived assets The Company evaluates the recoverability of its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the difference between the fair value of the asset compared to its carrying amount. In the third quarter of 2021, the Company negotiated the termination of the license to use the Kroll Ontrack and KrolLDiscovery tradenames and executed the final agreements relating to the termination in October 2021. This significant change was a triggering event which resulted in an evaluation of impairment of the Kroll Ontrack and Kroll Discovery tradenames capitalized as part of the Company's 2016 Kroll Ontrack acquisition. As a result, the Company recognized an impairment loss of $ 22.5 million in the third quarter of 2021, which was included in Impairment of intangible assets in the Company’s Consolidated Statements of Comprehensive Loss. Amortization expense totaled $ 20.1 million and $ 26.2 million for the years ended December 31, 2022 and 2021 , respectively; $ 10.0 million and $ 9.3 million of which was classified as part of the “Cost of revenues” line in the Company’s Consolidated Statements of Comprehensive Loss. The Company allocates the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The Company recognizes as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, the Company uses various recognized valuation methods including the income and market approaches. Further, the Company makes assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. The Company records the net assets and results of operations of an acquired entity in the financial statements from the acquisition date. The Company initially performs these valuations based upon preliminary estimates and assumptions by management or independent valuation specialists under its supervision, where appropriate, and make revisions as estimates and assumptions are finalized. The Company expenses acquisition-related costs as they are incurred. Goodwill Goodwill represents the excess of the total consideration paid over identified intangible and tangible assets of the Company and its acquisitions. The Company tests its goodwill for impairment at the reporting unit level on an annual basis on October 1, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. As of the October 1 testing date the Company determined there is one reporting unit. Goodwill impairment exists when the estimated fair value of the reporting unit is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced by the excess through an impairment charge recorded in the Company’s statements of operations. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The fair value of the Company’s reporting unit is estimated using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples. The cash flows employed in the DCF analyses are based on the Company’s best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, changes in working capital, long term business plans and recent operating performance. The carrying value of the reporting unit includes the assets and liabilities employed in its operations and goodwill. Accordingly, the Company has not identified any indicators of impairment, nor have any impairment charges been recorded related to goodwill resulting from the annual impairment test. The following table provides a rollforward of the carrying amount of goodwill (in thousands): Balance at December 31, 2020 $ 399,085 Foreign currency translation ( 3,326 ) Balance at December 31, 2021 395,759 Foreign currency translation ( 4,645 ) Balance at December 31, 2022 $ 391,114 Debt issuance costs Debt issuance costs are stated at cost, net of accumulated amortization, and are amortized over the term of the debt using both the straight-line and the effective yield methods. U.S. GAAP requires that the effective yield method be used to amortize debt acquisition costs; however, if the effect of using the straight-line method is not materially different from the results that would have been obtained under the effective yield method, the straight-line method may be used. The amortization for funded term debt is calculated according to the effective yield method and revolving and unfunded term debt is calculated according to the straight-line method. Debt issuance costs related to funded term debt is presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Debt issuance costs related to revolving and unfunded term debt is presented in the Consolidated Balance Sheets within “Other assets.” Revenue recognition Revenues are recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that it expects to receive in exchange for those services. Performance obligations in the Company's contracts represent distinct or separate service streams that the Company provides to its customers. The Company evaluates its revenue contracts with customers based on the five-step model under Accounting Standards Codification (“ASC”) 606, Revenue Recognition: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. The Company provides Legal Technology services to its clients through several technology solutions including Nebula Ecosystem (“Nebula”) its internally developed end-to-end fully integrated proprietary solution. The Company also provide Data Recovery solutions. The following table summarizes revenue from contracts with customers for the years ended December 31, 2022 and 2021 (in thousands): 2022 2021 Technology Solutions Nebula Consolidated Technology Solutions Nebula Consolidated Legal technology $ 254,356 $ 28,441 $ 282,797 $ 250,422 $ 25,911 $ 276,333 Data recovery 34,635 — 34,635 44,144 — 44,144 Total revenue $ 288,991 $ 28,441 $ 317,432 $ 294,566 $ 25,911 $ 320,477 Performance Obligations and Timing of Revenue Recognition The Company primarily sells services and products that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer. (1) Legal Technology, including Nebula and the Company's expansive suite of technology solutions, such as its end-to-end eDiscovery technology solutions, managed review solutions, collections, processing, analytics, hosting, production and professional services, and (2) Data recovery solutions, which provides data restoration, data erasure and data management services The Company generates the majority of its revenues by providing Legal Technology services to our clients. Most of our eDiscovery service contracts are time and materials types of arrangements. Time and materials arrangements are based on units of data stored or processed. Unit-based revenues are recognized as services are provided, based on either the amount of data stored or processed, the number of concurrent users accessing the information, or the number of pages or images processed for a client, at agreed upon per unit rates. We recognize revenues for these arrangements at a point in time utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date. Certain other eDiscovery contracts are subscription-based, fixed-fee arrangements, which have tiered pricing based on the quantity of data hosted. For a fixed monthly fee, our clients receive a variety of optional eDiscovery services, which are included in addition to the data hosting. The Company recognizes revenues for these arrangements at a point in time based on predetermined monthly fees as determined in our contractual agreements, utilizing a right-to-invoice practical expedient because the Company has a right to consideration for services completed to date. Other eDiscovery agreements are time and material arrangements that require the client to pay us based on the number of hours worked at contractually agreed-upon rates. The Company recognizes revenues for these arrangements at a point in time based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date. Data recovery services are mainly fixed fee arrangements requiring the client to pay a pre-established fee in exchange for the successful completion of a data recovery on a predetermined device. For the recovery services performed by the Company’s technicians, the revenue is recognized at a point in time, when the recovered data is sent to the customer. Data erasure services are fixed fee arrangements for which revenue is recognized at a point in time, when the certificate of erasure is sent to the customer. The Company offers term license subscriptions to Ontrack PowerControls software to customers with on-premises installations of the software pursuant to contracts that are historically one to four years in length. The term license subscriptions include maintenance and support, as well as access to future software upgrades and patches. The license and the additional support services are deemed to be one performance obligation, and thus revenue for these arrangements is recognized ratably over the term of the agreement. Share-based compensation The Company measures and recognizes compensation expense for all share-based awards to employees based on estimated grant date fair values on a straight-line basis over the requisite service period. The Company uses the Black-Scholes valuation model, depending on terms, facts and circumstances of each share-based award. The expected vesting of the Company’s performance-based RSUs is based upon the probability of a liquidity event, such as a change in control as defined under the 2019 Plan. The probability of achievement of the liquidity event, if any, is re-evaluated quarterly. Advertising Advertising costs consist of marketing, advertising through print and other media, professional event sponsorship and public relations. These costs are expensed as incurred. Advertising costs totaled $ 4.3 million and $ 3.5 million for the years ended December 31, 2022 and 2021 , respectively. Advertising costs are reflected within “Sales and marketing” in the accompanying Consolidated Statements of Comprehensive Loss. Research and development expense Costs incurred in the research and development of the Company’s technologies primarily consist of developer salaries. Research and development expenses were $ 13.5 million and $ 10.3 million for the years ended December 31, 2022 and 2021 , respectively. Income taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion, or all its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For uncertain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. Net Loss per Common Share Basic net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the year, plus the dilutive effect of common stock equivalents, including stock options and restricted shares. Common stock and common stock equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and release of restricted shares, except when the effect of their inclusion would be antidilutive. Recently Adopted Accounting Standards On January 1, 2022 , the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), and related amendments, on a modified retrospective approach, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings, if any, in the period of adoption with no restatement of comparative periods. Upon adoption, the Company applied the guidance to all existing leases. The new guidance requires the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet based on the present value of lease payments over the lease term. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. As the Company’s leases do not have readily determinable implicit discount rates, the Company adjusts its incremental borrowing rate to determine the present value of the lease payments. Upon adoption of the new guidance, the most significant impact was the recognition of right-of-use assets and lease liabilities relating to operating leases in the amounts of $ 21.2 million and $ 23.8 million, respectively, reported within Operating lease right-of-use assets and Long-term operating lease liabilities, respectively, with the current portion of the liability reported within current portion of operating lease liabilities, in the Company's consolidated balance sheet as of January 1, 2022. Accounting for finance leases remained substantially unchanged and continues to be reported within "Property and equipment, net" and “Other liabilities”, with the current portion of the debt reported within “Accounts payable and accrued expense”, in the Company's consolidated balance sheets. There was no cumulative effect of applying the new standard and accordingly there was no adjustment to our retained earnings upon adoption. The comparative information presented has not been recast and continues to be reported under the accounting standards in effect for those periods. The Company has elected not to recognize operating right-of-use assets and lease liabilities for short-term leases for all classes of underlying assets. Short-term leases are leases with terms greater than 1 month, but less than 12 months. The Company elected to apply the package of transitional practical expedients under which the Company did not reassess prior conclusions about lease identification, lease classification. For additional information on leases, refer to Note 6 – Leases. Accounting Standards Not Yet Adopted The Company has elected to be an Emerging Growth Company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act and take advantage of the extended transition period of delaying the adoption of new or revised accounting standards until such time as those standards apply to private companies. This may make the comparison of the Company’s consolidated financial statements to other public companies not meaningful due to the differences in accounting standards being applied. In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. The Company is required to adopt ASC 326 effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and the Company is currently evaluating the impact that Topic 326 will have on its consolidated financial statements. |
Correction of an Immaterial Err
Correction of an Immaterial Error | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of an immaterial error | Note 2 – Correction of an immaterial error On April 12, 2021, the SEC Staff issued a “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (“SPACs”) (the “SEC Staff Statement”). The Company evaluated the SEC Staff Statement and determined that its Private Warrants (as defined in Note 3), which had historically been accounted for as a component of equity, should be reclassified and recorded as a liability at fair value during each reporting period, with changes in fair value recorded in the Consolidated Statements of Comprehensive Loss. In accordance with Financial Accounting Standards Board ASC 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of the errors from quantitative and qualitative perspectives and concluded that the errors were immaterial to the Company’s prior period interim and annual consolidated financial statements. Because these errors were not material to any prior period interim or annual financial statements, no amendments to previously filed interim or annual periodic reports are required. The Company recognized the cumulative effect of the error on prior periods by recording during the three months ended and as of, March 31, 2021, (i) $ 2.0 million of income in the Consolidated Statements of Comprehensive Loss to reflect the cumulative decrease in the fair value of the Private Warrants liabilities, (ii) a warrant liability of $ 1.8 million in the Balance Sheet and (iii) a decrease in additional paid-in capital of $ 3.8 million in the Balance Sheet. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3 – Fair value measurements The Company accounts for recurring and non-recurring fair value measurements in accordance with ASC 820, Fair Value Measurements . ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value, and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1 – Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2 – Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. Level 3 – Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity – e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires significant judgments to be made by the Company. The Company believes that the fair values of its current assets and current liabilities (cash, accounts receivable, accounts payable, and other current liabilities) approximate their reported carrying amounts. The Company estimates the fair value of contingent purchase consideration based on the present value of the consideration expected to be paid during the remainder of the earn-out period, based on management’s assessment of the acquired operations’ forecasted earnings. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The fair value of future expected acquisition-related contingent purchase consideration obligations was $ 0.6 million at December 31, 2021. During 2022, the Company settled the earn-out obligation and issued 128,596 shares of common stock. The Company has determined that the 6,350,000 warrants to purchase Common Stock (the “Private Warrants”) issued in connection with the consummation of the Business Combination in December 2019 should be accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity . The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Private Warrants in the Consolidated Statements of Comprehensive Loss. The fair value of the Private Warrants was $ 0.6 million as of December 31, 2022. To estimate the fair value of the Private Warrants as of December 31, 2022 and 2021, the Company used a Black Scholes closed form model, which is a Level 3 fair value measurement. Significant inputs used in the Black Scholes model for the Private Warrants were as follows: December 31, 2022 December 31, 2021 Expected volatility 73.00 % 27.00 % Expected term (in years) 1.94 2.94 Risk free interest rate 4.43 % 0.96 % Dividend yield 0.00 % 0.00 % Exercise Price $ 11.50 $ 11.50 Fair value of Common Stock $ 2.10 $ 6.80 The Company’s use of a Black Scholes model required the use of the following inputs, including assumptions: • Expected volatility – as of the valuation date, the Public Warrants (as defined in Note 10) and the Common Stock were traded and their market prices were used to infer the expected annual volatility of the Common Stock. The expected volatility is used to value the Private Warrants. • Expected term – the expected term is based on the exercise period, which began 30 days after the consummation of the Business Combination in December 2019 and ends on December 19, 2024 (which is five years after the completion of the Business Combination). • Risk-free interest rate – the risk-free interest rate is based on the U.S. Treasury Bill yields for the period commensurate with the time to exercise the Private Warrants. • Dividend yield – the Company does not pay dividends and has no plans to do so. As a result, the expected dividend yield is zero. • Exercise price – the exercise price is contractually set at $ 11.50 . • Fair value of stock – the stock price is the quoted market price as of the valuation date. The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in thousands): Balance at December 31, 2020 $ 920 Private Warrants 3,810 Change in fair value of Private Warrants ( 1,969 ) Change in fair value of contingent consideration ( 275 ) Balance at December 31, 2021 2,486 Change in fair value of Private Warrants ( 1,207 ) Change in fair value of contingent consideration 21 Balance at December 31, 2022 $ 1,300 Management estimates the carrying amount of the Company’s long-term debt approximates its fair value because the interest rates on these instruments are subject to changes in market interest rates or are consistent with prevailing interest rates. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible assets Intangible assets consist of the following (in thousands): Description Weighted December 31, 2022 December 31, 2021 Trademark and tradenames 2.2 $ 20,565 $ 20,565 Accumulated amortization ( 15,210 ) ( 12,639 ) Trademark and tradenames, net 5,355 7,926 Developed technology 3.3 87,593 79,436 Accumulated amortization ( 69,712 ) ( 59,173 ) Developed technology, net 17,881 20,263 Customer relationships 5.6 95,348 96,637 Accumulated amortization ( 71,722 ) ( 65,535 ) Customer relationships, net 23,626 31,102 Intangible assets, net of amortization $ 46,862 $ 59,291 Future amortization of intangible assets is as follows (in thousands): December 31, Amount 2023 $ 15,145 2024 10,848 2025 6,587 2026 5,343 2027 3,917 Thereafter 4,186 In process 836 Total $ 46,862 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5 – Accrued expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued expenses: Accrued interest $ 402 $ 240 Accrued salaries 12,826 12,487 Current taxes payable 755 688 Other accrued expenses 1,191 2,124 Total $ 15,174 $ 15,539 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6 – Leases The Company’s operating leases are primarily for office space and certain equipment, expiring in various years through 2029. Certain leases contain annual rent escalation clauses. The Company’s finance leases are primarily for data centers. As part of the Company’s efforts to optimize its real estate footprint, the Company terminated leases in four locations and reduced the footprint of two locations in 2021. The Company shortened the lease terms in two locations in 2022. As of December 31, 2022 , the weighted average remaining lease term for the Company’s operating and finance leases was approximately three years and eight months, respectively. The Company’s lease terms vary depending upon the class of asset and some leases include options to extend or terminate. Generally, the Company does not include renewal or termination options as a component of its present value calculation of operating leases. However, for certain real estate leases, the Company includes them if the Company is reasonably certain to exercise these renewal or termination options, the options are considered in determining the lease term and associated potential option payments or penalties are included as lease payments. In addition, the Company has lease agreements that include lease and non-lease components, which are accounted for separately. Non-lease components consist primarily of common area maintenance expenses and property taxes. Non-lease components are expensed as incurred. The Company’s operating lease assets and liabilities are reported separately in the Consolidated Balance Sheet. The classification of the Company’s finance leases in the Consolidated Balance Sheet was as follows (in thousands): Consolidated Statement Balance Sheet Classification Twelve Months Ended Finance lease right of use asset, net Property and equipment $ 1,965 Finance lease liabilities Accounts payable and accrued expense 1,020 Non-current finance lease liabilities Other liabilities — The components of lease cost were as follows (in thousands): Consolidated Statement of Comprehensive Loss Classification As of December 31, 2022 Operating lease cost Cost of Revenue $ 1,682 Operating lease cost General and Administrative 6,460 Finance lease cost: Amortization of right of use assets Cost of Revenue 1,184 Amortization of right of use assets General and Administrative 442 Interest on lease liabilities Interest expense 142 Sublease income Cost of Revenue ( 1,772 ) Sublease income General and Administrative ( 844 ) Total lease cost $ 7,294 Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 8,104 Financing cash used for finance leases 1,981 Maturities of lease liabilities as of December 31, 2022 were as follows: December 31, Finance Operating 2023 $ 1,057 $ 8,749 2024 — 6,140 2025 — 3,136 2026 — 1,471 2027 — 331 Thereafter — 287 Total undiscounted lease payments $ 1,057 $ 20,114 Less: interest on lease obligations ( 37 ) ( 1,924 ) Non-current $ 1,020 $ 18,190 The Company’s weighted average discount rate for operating and finances leases was 8.47 % and 8.18 %, respectively, as of December 31, 2022. There were estimates and judgments made in determining the Company’s multiple discount rates based on term, country and currency, including developing a secured credit rating and spreading market yield data across maturities. Rent expense totaled $ 11.2 million for the year ended December 31, 2021 . The depreciation expense recorded for finance leases totaled $ 1.8 million for the year ended December 31, 2021 . |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Unclassified [Abstract] | |
Long Term Debt | 7 – Long term debt The table below summarizes the components of the Company’s long-term debt (in thousands): December 31, 2022 2021 Convertible Debenture notes due 2024 244,808 229,382 2021 Credit Agreement due 2026 (1) 294,750 297,750 Total debt 539,558 527,132 Less: unamortized original issue discount ( 10,751 ) ( 14,700 ) Less: unamortized debt issuance costs ( 1,278 ) ( 1,726 ) Total debt, net 527,529 510,706 Current portion of debt 3,000 3,000 Total current portion of debt, net 3,000 3,000 Total long-term debt, net $ 524,529 $ 507,706 (1) The 2021 Credit Agreement matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. 2021 Credit Agreement On February 8, 2021, certain subsidiaries of the Company, or the Loan Parties, entered into a new secured credit agreement, or the 2021 Credit Agreement. Proceeds were used to pay in full all outstanding loans and terminate all lending commitments under the 2016 Credit Agreement discussed below. The 2021 Credit Agreement provides for (i) initial term loans in an aggregate principal amount of $ 300 million, or the Initial Term Loans, (ii) delayed draw term loans in an aggregate principal amount of $ 50 million, or the Delayed Draw Term Loans, and (iii) revolving credit loans in an aggregate principal amount of $ 40 million, with a letter of credit sublimit of $ 10 million, or the Revolving Credit Loans. The Delayed Draw Term Loans will be available to the Loan Parties at any time prior to February 8, 2023, subject to certain conditions. As of December 31, 2022, there was no outstanding Delayed Draw Term Loans. The Initial Term Loans and Delayed Draw Term Loans bear interest, at the Loan Parties’ option, at the rate of (x) with respect to Eurocurrency Rate Loans (as defined in the 2021 Credit Agreement), the Adjusted Eurocurrency Rate (as defined in the 2021 Credit Agreement) with a 1.0 % floor, plus 6.50 % per annum, or (y) with respect to Base Rate Loans (as defined in the 2021 Credit Agreement), the Base Rate (as defined in the 2021 Credit Agreement) plus 5.50 % per annum. The Revolving Credit Loans will bear interest, at our option, at the rate of (x) with respect to Eurocurrency Rate Loans, the Adjusted Eurocurrency Rate plus 4.00 % per annum, or (y) with respect to Base Rate Loans, the Base Rate plus 3.00 % per annum. The Initial Term Loans and Delayed Draw Term Loans amortize at a rate of 1.00 % of the aggregate principal amount of Initial Term Loans and Delayed Draw Term Loans outstanding, payable in consecutive quarterly installments of $ 0.8 million, beginning on June 30, 2021. On December 31, 2022, the balance due was $ 294.8 million with an interest rate of 6.50 % plus an Adjusted Eurocurrency Rate of approximately 4.73 %. The Initial Term Loans, Delayed Draw Term Loans and Revolving Credit Loans are each scheduled to mature on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. The Initial Term Loans and Delayed Draw Term Loans may be voluntarily repaid at any time, but may be subject to a prepayment premium. The Initial Term Loans and Delayed Draw Term Loans are required to be repaid under certain circumstances, including with Excess Cash Flow (as defined in the 2021 Credit Agreement), the proceeds of an Asset Sale or Casualty Event (each as defined in the 2021 Credit Agreement) and the proceeds of certain refinancing indebtedness. The obligations under the 2021 Credit Agreement are secured by substantially all of the Loan Parties’ assets. The 2021 Credit Agreement contains customary affirmative and negative covenants as well as a financial maintenance covenant that requires the Loan Parties to maintain a First Lien Net Leverage Ratio (as defined in the 2021 Credit Agreement) of less than or equal to 7.00 to 1.00 , tested at the end of each fiscal quarter. The Company was in compliance with all Credit Agreement covenants as of December 31, 2022. The Company incurred closing fees of $ 8.0 million in connection with the entry into the 2021 Credit Agreement. These fees will be amortized over the full term of the 2021 Credit Agreement. Revolving Credit Loans The 2021 Credit Agreement also provides for an unfunded revolver commitment for borrowing up to $ 40.0 million (the “Revolving Credit Loans”). As of December 31, 2022 , there was $ 39.4 million available capacity for borrowing under the revolving loan commitment due to the $ 0.6 million of letters of credit outstanding (See Note 15 – Commitments and contingencies). 2016 Credit Agreement and Revolving Credit Facility On December 9, 2016, certain subsidiaries of the Company entered into a credit agreement, or the 2016 Credit Agreement, with a group of lenders to establish term loan facilities and a revolving line of credit for borrowings by LD Intermediate, Inc. and LD Lower Holdings, Inc. The initial term loan borrowings of $ 340.0 million under the first lien facility and $ 125.0 million under the second lien facility were to mature on December 9, 2022 and December 9, 2023 , respectively. The 2016 Credit Agreement also provided for an unfunded revolver commitment for borrowing up to $ 30.0 million, maturing on June 9, 2022 . The first lien facility and the revolving credit facility were repaid and retired on February 8, 2021 and the second lien facility was repaid on December 19, 2019. The Company incurred a loss on debt extinguishment of $ 7.3 million in connection with the retirement of the 2016 Credit Agreement and the related revolving credit facility. Convertible Debentures On December 19, 2019, t he Company issued Convertible Debentures, which mature in 2024, in an aggregate principal amount of $ 200 million (the “Debentures” or the “Convertible Debentures”). At December 31, 2022 and December 31, 2021 , the balance due under the Debentures was $ 244.8 million and $ 229.4 million, respectively. The Debentures will mature on December 19, 2024 unless earlier converted, redeemed or repurchased, and bear interest at an annual rate of 4.00 % in cash, payable quarterly, and 4.00 % in kind, accrued quarterly, on the last business day of March, June, September and December. In addition, on each anniversary of December 19, 2019 (the "Closing Date"), the Company will increase the principal amount of the Debentures by an amount equal to 3.00 % of the original aggregate principal amount of the Debentures outstanding (subject to reduction for any principal amount repaid). The additional payment will accrue from the last payment date for the additional payment (or the Closing Date if no prior payment has been made), and will also be payable at maturity, upon conversion and upon an optional redemption. At any time, upon notice as set forth in the Debentures, the Debentures will be redeemable at the Company’s option, in whole or in part, at a price equal to 100 % of the principal amount of the Debentures redeemed, plus accrued and unpaid interest thereon. The Debentures are convertible into shares of the common stock at the option of the Debenture holders at any time and from time to time at a price of $ 18 per share, subject to certain adjustments. However, in the event the Company elects to redeem any Debentures, the holders have a right to purchase common stock from the Company in an amount equal to the amount redeemed at the conversion price. The Debentures contain covenants that limit the Company’s ability to, among other things: (i) incur additional debt; (ii) create liens on assets; (iii) engage in certain transactions with affiliates; or (iv) designate the Company’s subsidiaries as unrestricted subsidiaries. The Debentures provide for customary events of default, including non-payment, failure to comply with covenants or other agreements in the Debentures and certain events of bankruptcy or insolvency. If an event of default occurs and continues, the holders of at least 25 % in aggregate principal amount of the outstanding Debentures may declare the entire principal amount of all the Debentures to be due and payable immediately. As of December 31, 2022 and 2021 the Company was in compliance with all Debenture covenants. Future principal payments, including in kind interest, are as follows (in thousands): December 31, Amount 2023 $ 3,000 2024 (1) 280,310 2025 3,000 2026 (1) 285,750 Thereafter — Total $ 572,060 (1) The 2021 Credit Agreement, under which there was approximately $ 294.8 million outstanding as of December 31, 2022, matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. Amounts assume that this springing maturity provision of the 2021 Credit Agreement will not be triggered in 2024. The initial term loan borrowings related to the 2021 Credit Agreement were issued at an original issue discount of $ 6.0 million. The Convertible Debentures were issued at an original discount of $ 13.7 million. The original issue discount is amortized using the effective yield method over the respective term of each facility or debenture. Accretion of the original issue discount totaled $ 4.0 million and $ 3.3 million during the years ended December 31, 2022 and 2021, respectively. Amortization is recorded as interest expense in the accompanying Consolidated Statements of Comprehensive Loss. The Company incurred term loan facilities closing fees related to the 2021 Credit Agreement of $ 1.3 million, along with revolver closing fees of $ 0.7 million. The term loan facilities and revolver closing fees were deferred on February 8, 2021 and are amortized over their respective terms. The Company incurred closing fees related to the Convertible Debentures of $ 0.9 million which were deferred on December 19, 2019 and are amortized over the term of the debentures. Amortization of debt issuance costs totaled $ 0.6 million and $ 0.5 million during the years ended December 31, 2022 and 2021, respectively. A mortization is recorded as interest expense in the accompanying Consolidated Statements of Comprehensive Loss. A loss on debt extinguishment was recognized related to the closing of the First Lien Facility in the amount of $ 7.3 million for deferred financing costs and original issue discounts in 2021. The future amortization of debt issuance costs and original issue discount related to the 2021 Credit Agreement, the Revolving Credit Facility and Convertible Debentures are as follows (in thousands): December 31, Amount 2023 $ 4,986 2024 5,466 2025 1,429 2026 148 Thereafter — Total $ 12,029 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 8 – Employee benefit plan The Company’s 401(k) plan covers employees who are at least 21 years of age. Employees may elect to defer a percentage of their salary up to the maximum allowed under the Internal Revenue Service Code. The Company moved back to a safe harbor plan as of January 1, 2022 and reinstated the company matching contributions to the 401(k) plan, which had been discontinued in 2020. Company match is 100 % for first 3% and 50 % for next 2% of employee’s contributions. The employee contributions are 100 % vested immediately. Contributions to the 401(k) plan were $ 2.9 million and $ 1.4 million for the years ended December 31, 2022 and 2021 , respectively. In 2021, the Company made a one-time profit-sharing contribution to all eligible employees. The one-time contribution was calculated as 4 % of highly compensated employees’ and 5 % of non-highly compensated employees’ third quarter compensation, up to the maximum allowed under the Internal Revenue Service code. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 9 – Equity incentive plan On December 19, 2019, the Company adopted the 2019 Incentive Award Plan (the “2019 Plan”) under which eligible employees, officers, directors and consultants of the Company may be granted incentive or non-qualified stock options, restricted stock, restricted stock units, or other stock-based awards, including shares of common stock. Pursuant to the 2019 Plan, the number of shares of Common Stock available for issuance under the 2019 Plan automatically increases on each January 1 (commencing with January 1, 2021) until and including January 1, 2029, by an amount equal to the lesser of: (a) 5 % of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by our Board of Directors (the “Board”). The Compensation Committee of the Board approved an increase to the share reserve as set out in the 2019 Plan in the amount of 2,134,227 shares and 2,126,451 shares in February 2022 and February 2021, respectively. As of December 31, 2022 , 11,760,678 shares of Common Stock were reserved under the 2019 Plan, of which 2,145,118 shares of Common Stock remained available for issuance. Stock option activity The following table summarizes the Company’s stock option activity under the 2019 Plan: Description Options Weighted Weighted Aggregate Options outstanding, December 31, 2020 4,260,753 $ 8.46 9.0 Granted 1,415,371 7.88 Exercised ( 4,676 ) 8.00 $ 1 Forfeited ( 496,842 ) 8.09 Expired ( 80,924 ) 8.16 Options outstanding, December 31, 2021 5,093,682 $ 8.34 8.4 Granted 1,135,850 6.00 Exercised — — $ — Forfeited ( 273,195 ) 7.51 Expired ( 198,558 ) 8.24 Options outstanding, December 31, 2022 5,757,779 $ 7.92 7.6 $ — Options vested and exercisable, December 31, 2022 3,836,439 $ 8.36 7.1 $ — Options vested and expected to vest, December 31, 2022 5,757,779 $ 7.92 7.6 $ — (1) Aggregate intrinsic value (in thousands) represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The following table summarizes additional information on stock option grants and vesting (in thousands): 2019 Plan Year Ended Year Ended Total fair value of stock options granted $ 2,898 $ 2,583 Total fair value of options vested 3,306 2,911 Time-based vesting stock options Time-based vesting stock options generally vest over a three-year period, are subject to graded vesting schedules, and expire ten years from the date of grant or within 90 days of termination. The weighted-average fair value per share of time-based vesting stock options granted by the Company was $ 2.55 and $ 1.83 during the years ended December 31, 2022 and 2021, respectively. For the years ended December 31, 2022, and 2021 the Company recognized $ 3.9 million and $ 4.0 million of stock-based compensation expense in connection with time-based stock options, respectively. As of December 31, 2022 and 2021 , there was $ 2.8 million and $ 4.2 million of unrecognized stock-based compensation expense related to unvested time-based stock options that is expected to be recognized over a weighted-average period of 1.84 and 1.43 years, respectively. Stock Option Valuation The Company used valuation models to value both time and performance-based vesting stock options granted during 2022 and 2021 . The following table summarizes the assumptions used in the valuation models to determine the fair value of awards granted to employees and non-employees under both the 2019 Plan: Year Ended Year Ended Expected volatility 42.78 - 42.90 % 43.22 - 44.61 % Expected term (in years) 6.0 6.0 Dividend yield 0 % 0 % Risk free interest rate 1.0 - 1.62 % 0.70 - 1.16 % A discussion of management’s methodology for developing each of the assumptions used in the valuation model follows: • Expected volatility – Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses an estimated volatility based on the historical and implied volatilities of comparable companies. • Expected term – This is the period that the options granted are expected to remain unexercised. For options granted during the years ended December 31, 2022 and 2021, the Company derived the expected life of the option based on the average midpoint between vesting and the contractual term as there is little exercise history. • Dividend yield – The Company has never declared or paid dividends and have no plans to do so in the foreseeable future. • Risk-free interest rate – This is the U.S. Treasury rate for securities with similar terms that most closely resembles the expected life of the option. • Forfeiture rate - Forfeitures are included in compensation cost as they occur. Stock-based compensation expense Stock-based compensation expense is included in the Consolidated Statements of Comprehensive Loss within the following line items (in thousands): December 31, 2022 2021 Cost of revenues $ 1,640 $ 1,373 General and administrative 2,088 1,573 Research and development 584 279 Sales and marketing 824 755 Total $ 5,136 $ 3,980 Performance-based restricted stock units Periodically, the Company granted RSUs to certain employees which are subject to certain vesting criteria. These RSUs become eligible to begin vesting upon a liquidity event (as defined in the award agreements governing the RSUs). The amount and timing of the vesting of the RSUs depends on the type and timing of the liquidity event as it relates to the Closing Date. Generally, a portion of the RSUs were scheduled to first vest upon the occurrence of the liquidity event and the remainder were scheduled to vest in up to three annual installments thereafter. Because no liquidity event occurred before the third anniversary of the Closing Date, all RSUs are scheduled to vest immediately upon a future liquidity event. The Company determined the achievement of the liquidity event was not probable and therefore no expense has been recorded related to the performance-based awards that vest solely upon a liquidity event. During the second quarter of 2022, the Company granted 463,000 performance based RSUs to certain employees, 50 % of which vest based on the achievement of annual consolidated revenue targets and 50 % of which vest based on the achievement of certain annual Nebula revenue targets. These units will vest over three annual installments based on the achievement of the annual consolidated revenue and Nebula revenue performance conditions and are not subject to any liquidity event vesting condition. In the event that the performance conditions are not met in the first or second year, all units granted will vest in the third year if the cumulative performance conditions are met at that time. The grant of awards with performance conditions supports the Company’s goal of aligning executive incentives with long-term stockholder value and ensuring that executive officers have a continuing stake in the long-term success of the Company. The Company determined the three-year achievement of the overall Company revenue and Nebula revenue targets was probable and therefore incurred $ 0.7 million of stock-based compensation expense for the year-ended December 31, 2022 with respect to the awards granted in the second quarter of 2022. The vesting of the RSUs held by a grantee is generally subject to his or her continued employment with the Company. Time-based restricted stock units During the years ended December 31, 2022 and 2021 , the Company granted to certain non-employee directors 100,000 and 90,324 stock awards, respectively. These stock awards were issued to non-employee directors in satisfaction of their annual retainer payments and vest over a one-year or three-year period. Accordingly, the Company recognized the grant-date fair value of the restricted stock units of $ 0.7 million as stock-based compensation expense for each of the years ended years ended December 31, 2022 and 2021, respectively. The following table summarizes the Company’s RSU activity for performance based RSUs awarded to employees and for time-based RSUs granted to non-employee directors under the 2019 Plan: RSUs Description Outstanding Outstanding at December 31, 2021 1,513,892 Granted 576,889 Vested- non-employee directors awards ( 106,991 ) Forfeited ( 107,121 ) Expired — Outstanding at December 31, 2022 1,876,669 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 10 – Equity The Company is authorized to issue up to 200,000,000 shares of common stock, $ 0.0001 par value per share (the “Common Stock”) and 1,000,000 shares of preferred stock, $ 0.0001 par value per share. Each holder of Common Stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. The holders of the Common Stock are entitled to receive dividends out of assets legally available at the time and in the amounts as the Company’s Board of Directors may from time to time determine. In the event of any liquidation, dissolution or winding up of the Company, the assets of the Company shall be distributed ratably among the holders of the then outstanding common stock. During 2021 and 2022, the Company settled earn-out obligations and issued 47,234 and 128,596 shares of common stock, respectively. Warrants On the Closing Date, in connection with the consummation of the Business Combination, the Company assumed (i) 23,000,000 warrants (the “Public Warrants”) to purchase shares of Common Stock and (ii) 6,350,000 Private Warrants (together with the Public Warrants, the “Warrants”). The Public Warrants qualify for equity accounting as these warrants do not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity . The Public Warrants were measured at fair value at the time of issuance and classified as equity. As disclosed in Note 2, the Company has determined that the Private Warrants fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity, and therefore these warrants are classified as liabilities and measured at fair value at each reporting period. Each warrant entitles the holder to purchase one share of common stock for $ 11.50 per share. If held by the initial purchaser of the Private Warrant or certain permitted transferees, the purchase can occur on a cashless basis. The warrants will expire on December 19, 2024 or earlier upon redemption or liquidation. If the reported last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the Public Warrants at a price of $ 0.01 per warrant upon not less than 30 days’ prior written notice. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. The warrants will not be adjusted for issuance of common stock at a price below its exercise price. The Company will not be required to net cash settle the warrants. The Private Warrants are identical to the Public Warrants except that the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Shares Subject to Forfeiture On December 19, 2019, in connection with the consummation of the reverse merger transaction, 550,000 shares of common stock held by Pivotal Acquisition Holdings LLC are subject to an additional lockup that will be released only if the last reported sale price of the common stock equals or exceeds $ 15.00 for a period of 20 consecutive trading days during the five-year period following the Closing Date. If the last reported sale price of common stock does not equal or exceed $ 15.00 within five years from the Closing Date, such shares will be forfeited to the Company for no consideration. These shares are reported as outstanding in our financial statements and continue to be subject to the additional lockup as of December 31, 2022 . |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 11 – Loss per share Basic loss per common share is calculated by dividing the net loss for the year by the weighted-average number of common shares outstanding during the period. Due to the Company’s net loss for the years ended December 31, 2022 and 2021, all potential common stock equivalents were anti-dilutive. The following table summarizes basic and diluted loss per share for the years ended December 31, 2022 and 2021 (in thousands, except per share amounts): Year Ended Year Ended Basic and diluted loss per share: Net loss $ ( 43,174 ) $ ( 60,543 ) Weighted average common shares 42,709,706 42,601,745 Dilutive effect of potentially — — Weighted average common shares 42,709,706 42,601,745 Basic loss per share $ ( 1.01 ) $ ( 1.42 ) Dilutive effect of potentially — — Diluted loss per share $ ( 1.01 ) $ ( 1.42 ) Common share equivalents 52,784,891 50,901,006 |
Foreign Currency
Foreign Currency | 12 Months Ended |
Dec. 31, 2022 | |
Foreign Currency [Abstract] | |
Foreign Currency | Note 12 – Foreign currency The Company had immaterial foreign currency losses that are reflected in “Other expense” on the Company’s Consolidated Statements of Comprehensive Loss for years December 31, 2022 and 2021 . Transaction gains and losses, both realized and unrealized, relate to the remeasurement or settlement of monetary assets and liabilities that are denominated in a currency other than an entity’s functional currency. These monetary assets and liabilities include cash as well as third party receivables and payables. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income taxes The components of income tax expense for the years ended December 31, 2022 and 2021 are presented below (in thousands): Year Ended Year Ended Current Federal $ — $ — State 56 37 Foreign 885 605 Deferred Federal 370 345 State 697 794 Foreign ( 296 ) ( 2,228 ) Total income tax provision (benefit) $ 1,712 $ ( 447 ) The actual income tax expense amounts for the years ended December 31, 2022 and 2021 differed from the expected tax amounts computed by applying the U.S. federal corporate income tax rate of 21 % for 2022 and 2021 to the amounts of loss before income taxes as presented below (in thousands): Year Ended Year Ended Pre-tax book loss $ ( 41,462 ) $ ( 60,990 ) Tax at Federal statutory rate of 21 % ( 8,707 ) ( 12,808 ) State taxes 754 831 Taxes on Foreign Earnings 1,162 — Foreign rate differential ( 635 ) ( 944 ) Other adjustments 805 1,428 Valuation allowance 8,333 11,046 Total income tax provision (benefit) $ 1,712 $ ( 447 ) The domestic and foreign components of loss before income taxes from continuing operations for the years ended December 31, 2022 and 2021 are as follows (in thousands): Year Ended Year Ended Domestic $ ( 40,326 ) $ ( 57,135 ) Foreign ( 1,136 ) ( 3,855 ) Total $ ( 41,462 ) $ ( 60,990 ) The tax effects of temporary differences at December 31, 2022 and 2021 are as follows (in thousands): Year Ended Year Ended Net operating losses and other carryforwards $ 42,084 $ 43,322 Interest expense carryforward 53,204 40,295 Property and equipment 3,884 3,710 Lease liability 3,409 — Accrued expenses 720 506 Payroll tax deferral — 544 Allowance for doubtful accounts 1,307 2,534 Stock-based compensation 2,786 1,741 Other 491 650 Deferred tax asset 107,885 93,302 Valuation allowance ( 91,866 ) ( 80,449 ) Total deferred tax assets, net of valuation allowance 16,019 12,853 Right of Use Asset ( 2,029 ) — Intangible assets ( 20,419 ) ( 18,452 ) Prepaid expenses ( 21 ) ( 20 ) Other ( 474 ) ( 482 ) Deferred tax liability ( 22,943 ) ( 18,954 ) Net deferred tax liability $ ( 6,924 ) $ ( 6,101 ) At December 31, 2022 and 2021 , the Company had tax effected U.S. federal net operating loss carryforwards of approximately $ 31.5 million and $ 32.5 million, respectively, of which $ 6.7 million tax effected, begin to expire in 2025 but approximately $ 16.5 million, tax effected, begin to expire in 2035 and $ 8.3 million, tax effected, have no expiration. At December 31, 2022 and 2021 , the Company had tax effected state net operating loss carryforwards of approximately $ 7.4 million and $ 7.2 million, respectively. The majority of the state tax losses will not begin expiring until 2035 or later. At December 31, 2022 and 2021 , the Company also had U.S. tax credit carryforwards of approximately $ 0.8 million and $ 0.9 million, respectively. The tax credits will expire in 2022. The tax effected foreign net operating loss at December 31, 2022 and 2021 is approximately $ 2.4 million and $ 2.7 million, respectively, the majority of which has an unlimited carryforward period. The Company operates in multiple tax jurisdictions and, in the normal course of business, its tax returns are subject to examination by various taxing authorities. Such examinations may result in future assessments by these taxing authorities. The Company is subject to examination by U.S. tax authorities beginning with the year ended December 31, 2018. The Company is also subject to examination in various foreign jurisdictions. In material foreign jurisdictions, the statute of limitations ranges one – four years from the filing of a tax return. The Company has not provided for U.S. income and foreign withholding taxes on approximately $ 20.9 million of certain foreign subsidiaries' undistributed earnings as of December 31, 2022, because such earnings have been retained and are intended to be indefinitely reinvested outside of the U.S. These earnings could become subject to additional tax, if they were remitted as dividends, loaned to the Company, or if the Company should sell its stock in these foreign subsidiaries. However, it is not practicable to estimate the amount of taxes that would be payable for these earnings because such tax, if any, is dependent on circumstances existing if and when a taxable event occurs. Valuation Allowance As of December 31, 2022 and 2021 , the Company had a valuation allowance of $ 91.9 million and $ 80.4 million, respectively, against certain deferred tax assets. The valuation allowance relates to the deferred tax assets of the Company’s U.S. entities, including federal and state tax attributes and timing differences, as well as the deferred tax assets of certain foreign subsidiaries. The increase in the valuation allowance during 2022 is primarily related to operating losses incurred during the year and the limitation on deductibility of interest expense. To the extent the Company determines that, based on the weight of available evidence, all or a portion of its valuation allowance is no longer necessary, the Company will recognize an income tax benefit in the period such determination is made for the reversal of the valuation allowance. If management determines that, based on the weight of available evidence, it is more-likely-than-not that all or a portion of the net deferred tax assets will not be realized; the Company may recognize income tax expense in the period such determination is made to increase the valuation allowance. It is possible that such reduction of or addition to the Company’s valuation allowance may have a material impact on the Company’s results from operations. The U.S. federal and foreign changes to valuation allowance of approximately $ 8.3 million is presented in the effective tax rate reconciliation as part of the valuation allowance. The U.S. state changes to valuation allowance of approximately $ 3.2 million is presented as part of the state taxes in the effective tax rate reconciliation. As of December 31, 2022 , there is approximately $ 0.3 million of valuation allowance movement that is attributable to translation adjustment and $ 0.2 million of valuation allowance included in the effective tax rate reconciliation as part of the other adjustments. A summary of the deferred tax asset valuation allowance is as follows (in thousands): Year Ended Year Ended Beginning Balance $ 80,449 $ 65,228 Additions 11,425 15,650 Reductions ( 8 ) ( 429 ) Ending Balance $ 91,866 $ 80,449 Uncertain Tax Positions As of December 31, 2022 and 2021 , the total amount of unrecognized tax benefits was $ 1.0 million that would favorably impact the Company’s effective income tax rate if realized. However, due to the Company’s determination that the deferred tax asset would not more-likely-than-not be realized, a full valuation allowance would be recorded if the unrecognized tax benefits were realized. The Company’s uncertain income tax position liability has been recorded to deferred income taxes to offset the tax attribute carryforward amounts. There was no change to the uncertain tax position liability during the year. |
Severance and Retention
Severance and Retention | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Severance and Retention | Note 14 – Severance and retention Primarily in connection with the Company’s continued integration and realignment efforts following the 2016 acquisition of Kroll Ontrack, LLC, the Company recorded severance and retention expense of $ 2.9 million and $ 1.2 million during the years ended December 31, 2022 and 2021 , comprised of employee severance and other employee-related costs associated with a reduction in workforce of 57 and 27 employees for 2022 and 2021 , respectively. Severance and retention expense are included in the Consolidated Statements of Comprehensive Loss as follows (in thousands): Year Ended Year Ended Costs of revenues $ 884 $ 57 General and administrative 55 469 Sales and marketing 1,643 679 Research and development 270 — Total $ 2,852 $ 1,205 The activity and balance of severance-related liabilities, which are recorded within Accounts payable and accrued expense in our Consolidated Balance Sheet are as follows (in thousands): Balance at December 31, 2020 $ 1,466 Payments ( 2,228 ) Expense 1,205 Balance at December 31, 2021 $ 443 Payments ( 1,569 ) Expense 2,852 Balance at December 31, 2022 $ 1,726 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and contingencies The Company is involved in various legal proceedings, which may arise occasionally in the normal course of business. While the ultimate results of such matters generally cannot be predicted with certainty, management does not expect such matters to have a material effect on the financial position and results of operations as of December 31, 2022 . The Company has two letters of credit totaling $ 0.6 million as additional security for lease guarantees related to leased properties. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 16 – Related parties As of December 31, 2022 , $ 122.4 million including paid-in kind interest of the Company’s Debentures are owed to affiliates of MGG Investment Group, which is an affiliate of a director of the Company. For the years ended December 31, 2022 and December 31, 2021 , the Company recognized $ 13.8 million and $ 12.9 million in interest expense, respectively related to the Debentures owned by the MGG Investment Group. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent events The Company has evaluated subsequent events thro ugh March 16, 2023, t he date on which these financial statements were issued. Based upon this evaluation, it was determined that the following subsequent events occurred that require recognition or disclosure in the financial statements. In March 2023, certain subsidiaries of the Company entered into a First Amendment to the 2021 Credit Agreement. The First Amendment to the 2021 Credit Agreement provides for the revision of the benchmark interest rate from LIBOR to the secured overnight financing rate, (“SOFR”). All outstanding indebtedness under the 2021 Credit Agreement shall automatically convert from a LIBOR based loan to the new SOFR based loan at the end of the current applicable Interest Period. Additionally, the First Amendment to the 2021 Credit Agreement provides for the addition of the Term SOFR Adjustment of 0.10 %, based on the term of the applicable Interest Period, to be added to the Applicable Rate for both SOFR Loans and Base Rate Loans (capitalized terms as defined in the 2021 Credit Agreement). |
Organization, Business and Su_2
Organization, Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization KLDiscovery Inc. (the “Company,” “we” or “us”) is a leading global provider of eDiscovery, information governance and data recovery solutions to corporations, law firms, insurance companies and individuals in 16 countries around the world. We provide technology soluti ons to help our clients solve complex data challenges. The Company’s headquarters are located in Eden Prairie, MN. The Company has 25 locations in 16 countries, as well as 9 data centers and 13 data recovery labs globally. The Company was originally incorporated under the name Pivotal Acquisition Corp. (“Pivotal”) as a blank check company on August 2, 2018 under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, stock purchase, reorganization or similar business combination with one or more businesses or entities. On December 19, 2019, Pivotal acquired the outstanding shares of LD Topco, Inc. via a reverse capitalization (the “Business Combination”) and was renamed KLDiscovery Inc. |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of KLDiscovery and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Although actual results could differ from those estimates, management does not believe that such differences would be material. Significant estimates include, but are not limited to, the allowance for doubtful accounts, determining the fair values of assets acquired and liabilities assumed, including the fair value of Private Warrants (as defined in Note 3), the determination of the incremental borrowing rate used to measure right-of-use assets and liabilities, the recoverability and useful lives of property and equipment, intangible assets, and other long-lived assets, the evaluation of goodwill for impairment, the valuation and realization of deferred income taxes, the fair value of the Company’s common stock, $ 0.0001 par value per share (the “Common Stock”), stock option awards, and acquisition-related contingent consideration. |
Segments, concentration of credit risk, major customers and liquidity | Segments, concentration of credit risk, major customers and liquidity The Company operates in one business segment, providing technology-based litigation support solutions and services. Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places its cash with a banking institution where the balances, at times, exceed federally insured limits. Management believes the risks associated with these deposits are limited. With respect to accounts receivable, the Company performs ongoing evaluations of its customers, generally grants uncollateralized credit terms to its customers, and maintains an allowance for doubtful accounts based on historical experience and management’s expectations of future losses. As of and for the year ended December 31, 2022 the Company had one single customer that represented approximately six percent (6%) of its consolidated revenues and one single customer that represented approximately 6% of its consolidated accounts receivable. The Company did no t have a single customer that represented more tha n five percent (5%) o r more of its consolidated revenues or accounts receivable as of and for the year ended December 31, 2021. The Company believes that the geographic and industry diversity of the Company’s customer base throughout the U.S. and internationally minimizes the risk of incurring material losses due to concentrations of credit risk. The Company’s foreign revenues, principally from businesses in the UK and Germany, totaled approximately $ 49.6 million and $ 64.1 million in 2022 and 2021 , respectively. The Company’s long-lived assets in foreign countries, principally in the UK and Germany, totaled approximately $ 25.9 million for each of the years ended December 31, 2022 and 2021. As disclosed in Note 7, the Company has significant outstanding debt that comes due in 2024. While the Company is exploring various options to refinance the debt, new financings may not be available to the Company on commercially acceptable terms, or at all. |
Foreign currency | Foreign currency Results of operations for the Company’s non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive income.” Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other expense” on the Company’s Consolidated Statements of Comprehensive Loss. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid financial instruments with an original maturity of three months or less when purchased to be cash equivalents. |
Accounts receivable | Accounts receivable Accounts receivable are recorded at original invoice amount less an estimate for doubtful receivables based on a review of outstanding amounts monthly. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history. Accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. A rollforward of the allowance for doubtful accounts is presented below (in thousands): Balance at December 31, 2020 $ 8,513 Charged to/reversed from expense 3,149 Deductions (write offs) ( 1,888 ) Balance at December 31, 2021 $ 9,774 Charged to/reversed from expense 3,148 Deductions (write offs) ( 7,519 ) Balance at December 31, 2022 $ 5,403 |
Fixed Assets | Fixed Assets Computer software, property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer software and hardware 3 to 5 years Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and other equipment 3 to 5 years Gains or losses on disposals are included in results of operations at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Costs for replacements and betterments are capitalized, while the costs of maintenance and repairs are expensed as incurred. Finance leases right of use assets are included in Property and equipment and are stated at the present value of minimum lease payments and subsequently amortized using the straight-line method over the earlier of the end of the asset's useful life or the end of the lease term. Depreciation expense totaled $ 9.6 million and $ 10.9 million for the years ended December 31, 2022 and 2021, respectively, and includes amortization of assets recorded under finance leases. For additional information on leases, refer to Note 6 – Leases . |
Internal-use software development costs | Internal-use software development costs The Company capitalizes certain internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditure will result in additional functionality. Capitalized software costs are depreciated over the estimated useful life of the underlying project on a straight-line basis. The Company’s estimated useful life of capitalized software costs varies between three and five years , depending on management’s expectation of the economic life of various software. Capitalized software amortization costs are recorded as a component of cost of revenue. Capitalized software costs are reflected as part of the “Intangible assets, net” in the Company’s Consolidated Balance Sheets and totaled $ 17.5 million and $ 14.7 million, net of accumulated amortization, as of December 31, 2022 and 2021 , respectively. |
Intangible assets and other long-lived assets | Intangible assets and other long-lived assets The Company evaluates the recoverability of its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the difference between the fair value of the asset compared to its carrying amount. In the third quarter of 2021, the Company negotiated the termination of the license to use the Kroll Ontrack and KrolLDiscovery tradenames and executed the final agreements relating to the termination in October 2021. This significant change was a triggering event which resulted in an evaluation of impairment of the Kroll Ontrack and Kroll Discovery tradenames capitalized as part of the Company's 2016 Kroll Ontrack acquisition. As a result, the Company recognized an impairment loss of $ 22.5 million in the third quarter of 2021, which was included in Impairment of intangible assets in the Company’s Consolidated Statements of Comprehensive Loss. Amortization expense totaled $ 20.1 million and $ 26.2 million for the years ended December 31, 2022 and 2021 , respectively; $ 10.0 million and $ 9.3 million of which was classified as part of the “Cost of revenues” line in the Company’s Consolidated Statements of Comprehensive Loss. The Company allocates the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The Company recognizes as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, the Company uses various recognized valuation methods including the income and market approaches. Further, the Company makes assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. The Company records the net assets and results of operations of an acquired entity in the financial statements from the acquisition date. The Company initially performs these valuations based upon preliminary estimates and assumptions by management or independent valuation specialists under its supervision, where appropriate, and make revisions as estimates and assumptions are finalized. The Company expenses acquisition-related costs as they are incurred. |
Goodwill | Goodwill Goodwill represents the excess of the total consideration paid over identified intangible and tangible assets of the Company and its acquisitions. The Company tests its goodwill for impairment at the reporting unit level on an annual basis on October 1, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. As of the October 1 testing date the Company determined there is one reporting unit. Goodwill impairment exists when the estimated fair value of the reporting unit is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced by the excess through an impairment charge recorded in the Company’s statements of operations. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis. The fair value of the Company’s reporting unit is estimated using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples. The cash flows employed in the DCF analyses are based on the Company’s best estimate of future sales, earnings and cash flows after considering factors such as general market conditions, changes in working capital, long term business plans and recent operating performance. The carrying value of the reporting unit includes the assets and liabilities employed in its operations and goodwill. Accordingly, the Company has not identified any indicators of impairment, nor have any impairment charges been recorded related to goodwill resulting from the annual impairment test. The following table provides a rollforward of the carrying amount of goodwill (in thousands): Balance at December 31, 2020 $ 399,085 Foreign currency translation ( 3,326 ) Balance at December 31, 2021 395,759 Foreign currency translation ( 4,645 ) Balance at December 31, 2022 $ 391,114 |
Debt issuance costs | Debt issuance costs Debt issuance costs are stated at cost, net of accumulated amortization, and are amortized over the term of the debt using both the straight-line and the effective yield methods. U.S. GAAP requires that the effective yield method be used to amortize debt acquisition costs; however, if the effect of using the straight-line method is not materially different from the results that would have been obtained under the effective yield method, the straight-line method may be used. The amortization for funded term debt is calculated according to the effective yield method and revolving and unfunded term debt is calculated according to the straight-line method. Debt issuance costs related to funded term debt is presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Debt issuance costs related to revolving and unfunded term debt is presented in the Consolidated Balance Sheets within “Other assets.” |
Revenue recognition | Revenue recognition Revenues are recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that it expects to receive in exchange for those services. Performance obligations in the Company's contracts represent distinct or separate service streams that the Company provides to its customers. The Company evaluates its revenue contracts with customers based on the five-step model under Accounting Standards Codification (“ASC”) 606, Revenue Recognition: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. The Company provides Legal Technology services to its clients through several technology solutions including Nebula Ecosystem (“Nebula”) its internally developed end-to-end fully integrated proprietary solution. The Company also provide Data Recovery solutions. The following table summarizes revenue from contracts with customers for the years ended December 31, 2022 and 2021 (in thousands): 2022 2021 Technology Solutions Nebula Consolidated Technology Solutions Nebula Consolidated Legal technology $ 254,356 $ 28,441 $ 282,797 $ 250,422 $ 25,911 $ 276,333 Data recovery 34,635 — 34,635 44,144 — 44,144 Total revenue $ 288,991 $ 28,441 $ 317,432 $ 294,566 $ 25,911 $ 320,477 Performance Obligations and Timing of Revenue Recognition The Company primarily sells services and products that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer. (1) Legal Technology, including Nebula and the Company's expansive suite of technology solutions, such as its end-to-end eDiscovery technology solutions, managed review solutions, collections, processing, analytics, hosting, production and professional services, and (2) Data recovery solutions, which provides data restoration, data erasure and data management services The Company generates the majority of its revenues by providing Legal Technology services to our clients. Most of our eDiscovery service contracts are time and materials types of arrangements. Time and materials arrangements are based on units of data stored or processed. Unit-based revenues are recognized as services are provided, based on either the amount of data stored or processed, the number of concurrent users accessing the information, or the number of pages or images processed for a client, at agreed upon per unit rates. We recognize revenues for these arrangements at a point in time utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date. Certain other eDiscovery contracts are subscription-based, fixed-fee arrangements, which have tiered pricing based on the quantity of data hosted. For a fixed monthly fee, our clients receive a variety of optional eDiscovery services, which are included in addition to the data hosting. The Company recognizes revenues for these arrangements at a point in time based on predetermined monthly fees as determined in our contractual agreements, utilizing a right-to-invoice practical expedient because the Company has a right to consideration for services completed to date. Other eDiscovery agreements are time and material arrangements that require the client to pay us based on the number of hours worked at contractually agreed-upon rates. The Company recognizes revenues for these arrangements at a point in time based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date. Data recovery services are mainly fixed fee arrangements requiring the client to pay a pre-established fee in exchange for the successful completion of a data recovery on a predetermined device. For the recovery services performed by the Company’s technicians, the revenue is recognized at a point in time, when the recovered data is sent to the customer. Data erasure services are fixed fee arrangements for which revenue is recognized at a point in time, when the certificate of erasure is sent to the customer. The Company offers term license subscriptions to Ontrack PowerControls software to customers with on-premises installations of the software pursuant to contracts that are historically one to four years in length. The term license subscriptions include maintenance and support, as well as access to future software upgrades and patches. The license and the additional support services are deemed to be one performance obligation, and thus revenue for these arrangements is recognized ratably over the term of the agreement. |
Share-based compensation | Share-based compensation The Company measures and recognizes compensation expense for all share-based awards to employees based on estimated grant date fair values on a straight-line basis over the requisite service period. The Company uses the Black-Scholes valuation model, depending on terms, facts and circumstances of each share-based award. The expected vesting of the Company’s performance-based RSUs is based upon the probability of a liquidity event, such as a change in control as defined under the 2019 Plan. The probability of achievement of the liquidity event, if any, is re-evaluated quarterly. |
Advertising | Advertising Advertising costs consist of marketing, advertising through print and other media, professional event sponsorship and public relations. These costs are expensed as incurred. Advertising costs totaled $ 4.3 million and $ 3.5 million for the years ended December 31, 2022 and 2021 , respectively. Advertising costs are reflected within “Sales and marketing” in the accompanying Consolidated Statements of Comprehensive Loss. |
Research and development expense | Research and development expense Costs incurred in the research and development of the Company’s technologies primarily consist of developer salaries. Research and development expenses were $ 13.5 million and $ 10.3 million for the years ended December 31, 2022 and 2021 , respectively. |
Income taxes | Income taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion, or all its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For uncertain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the year, plus the dilutive effect of common stock equivalents, including stock options and restricted shares. Common stock and common stock equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and release of restricted shares, except when the effect of their inclusion would be antidilutive. |
Recently Adopted Accounting Standards and Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards On January 1, 2022 , the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), and related amendments, on a modified retrospective approach, which allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings, if any, in the period of adoption with no restatement of comparative periods. Upon adoption, the Company applied the guidance to all existing leases. The new guidance requires the lease rights and obligations arising from the leasing arrangements, including operating leases, to be recognized as assets and liabilities on the balance sheet based on the present value of lease payments over the lease term. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at the lease commencement date. As the Company’s leases do not have readily determinable implicit discount rates, the Company adjusts its incremental borrowing rate to determine the present value of the lease payments. Upon adoption of the new guidance, the most significant impact was the recognition of right-of-use assets and lease liabilities relating to operating leases in the amounts of $ 21.2 million and $ 23.8 million, respectively, reported within Operating lease right-of-use assets and Long-term operating lease liabilities, respectively, with the current portion of the liability reported within current portion of operating lease liabilities, in the Company's consolidated balance sheet as of January 1, 2022. Accounting for finance leases remained substantially unchanged and continues to be reported within "Property and equipment, net" and “Other liabilities”, with the current portion of the debt reported within “Accounts payable and accrued expense”, in the Company's consolidated balance sheets. There was no cumulative effect of applying the new standard and accordingly there was no adjustment to our retained earnings upon adoption. The comparative information presented has not been recast and continues to be reported under the accounting standards in effect for those periods. The Company has elected not to recognize operating right-of-use assets and lease liabilities for short-term leases for all classes of underlying assets. Short-term leases are leases with terms greater than 1 month, but less than 12 months. The Company elected to apply the package of transitional practical expedients under which the Company did not reassess prior conclusions about lease identification, lease classification. For additional information on leases, refer to Note 6 – Leases. Accounting Standards Not Yet Adopted The Company has elected to be an Emerging Growth Company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act and take advantage of the extended transition period of delaying the adoption of new or revised accounting standards until such time as those standards apply to private companies. This may make the comparison of the Company’s consolidated financial statements to other public companies not meaningful due to the differences in accounting standards being applied. |
Organization, Business and Su_3
Organization, Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | A rollforward of the allowance for doubtful accounts is presented below (in thousands): Balance at December 31, 2020 $ 8,513 Charged to/reversed from expense 3,149 Deductions (write offs) ( 1,888 ) Balance at December 31, 2021 $ 9,774 Charged to/reversed from expense 3,148 Deductions (write offs) ( 7,519 ) Balance at December 31, 2022 $ 5,403 |
Estimated Useful Lives of Assets | Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer software and hardware 3 to 5 years Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and other equipment 3 to 5 years |
Rollforward of Carrying Amount of Goodwill | The following table provides a rollforward of the carrying amount of goodwill (in thousands): Balance at December 31, 2020 $ 399,085 Foreign currency translation ( 3,326 ) Balance at December 31, 2021 395,759 Foreign currency translation ( 4,645 ) Balance at December 31, 2022 $ 391,114 |
Summary of Revenue from Contracts with Customers | The following table summarizes revenue from contracts with customers for the years ended December 31, 2022 and 2021 (in thousands): 2022 2021 Technology Solutions Nebula Consolidated Technology Solutions Nebula Consolidated Legal technology $ 254,356 $ 28,441 $ 282,797 $ 250,422 $ 25,911 $ 276,333 Data recovery 34,635 — 34,635 44,144 — 44,144 Total revenue $ 288,991 $ 28,441 $ 317,432 $ 294,566 $ 25,911 $ 320,477 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Black Scholes model for the Private Warrants | To estimate the fair value of the Private Warrants as of December 31, 2022 and 2021, the Company used a Black Scholes closed form model, which is a Level 3 fair value measurement. Significant inputs used in the Black Scholes model for the Private Warrants were as follows: December 31, 2022 December 31, 2021 Expected volatility 73.00 % 27.00 % Expected term (in years) 1.94 2.94 Risk free interest rate 4.43 % 0.96 % Dividend yield 0.00 % 0.00 % Exercise Price $ 11.50 $ 11.50 Fair value of Common Stock $ 2.10 $ 6.80 The following table summarizes the assumptions used in the valuation models to determine the fair value of awards granted to employees and non-employees under both the 2019 Plan: Year Ended Year Ended Expected volatility 42.78 - 42.90 % 43.22 - 44.61 % Expected term (in years) 6.0 6.0 Dividend yield 0 % 0 % Risk free interest rate 1.0 - 1.62 % 0.70 - 1.16 % |
Summary of Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 (in thousands): Balance at December 31, 2020 $ 920 Private Warrants 3,810 Change in fair value of Private Warrants ( 1,969 ) Change in fair value of contingent consideration ( 275 ) Balance at December 31, 2021 2,486 Change in fair value of Private Warrants ( 1,207 ) Change in fair value of contingent consideration 21 Balance at December 31, 2022 $ 1,300 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): Description Weighted December 31, 2022 December 31, 2021 Trademark and tradenames 2.2 $ 20,565 $ 20,565 Accumulated amortization ( 15,210 ) ( 12,639 ) Trademark and tradenames, net 5,355 7,926 Developed technology 3.3 87,593 79,436 Accumulated amortization ( 69,712 ) ( 59,173 ) Developed technology, net 17,881 20,263 Customer relationships 5.6 95,348 96,637 Accumulated amortization ( 71,722 ) ( 65,535 ) Customer relationships, net 23,626 31,102 Intangible assets, net of amortization $ 46,862 $ 59,291 |
Schedule of Future Amortization of Intangible Assets | Future amortization of intangible assets is as follows (in thousands): December 31, Amount 2023 $ 15,145 2024 10,848 2025 6,587 2026 5,343 2027 3,917 Thereafter 4,186 In process 836 Total $ 46,862 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 2021 Accrued expenses: Accrued interest $ 402 $ 240 Accrued salaries 12,826 12,487 Current taxes payable 755 688 Other accrued expenses 1,191 2,124 Total $ 15,174 $ 15,539 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Classification of Finance Leases in Consolidated Balance Sheet | The Company’s operating lease assets and liabilities are reported separately in the Consolidated Balance Sheet. The classification of the Company’s finance leases in the Consolidated Balance Sheet was as follows (in thousands): Consolidated Statement Balance Sheet Classification Twelve Months Ended Finance lease right of use asset, net Property and equipment $ 1,965 Finance lease liabilities Accounts payable and accrued expense 1,020 Non-current finance lease liabilities Other liabilities — |
Schedule of Components of Lease Cost | The components of lease cost were as follows (in thousands): Consolidated Statement of Comprehensive Loss Classification As of December 31, 2022 Operating lease cost Cost of Revenue $ 1,682 Operating lease cost General and Administrative 6,460 Finance lease cost: Amortization of right of use assets Cost of Revenue 1,184 Amortization of right of use assets General and Administrative 442 Interest on lease liabilities Interest expense 142 Sublease income Cost of Revenue ( 1,772 ) Sublease income General and Administrative ( 844 ) Total lease cost $ 7,294 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used for operating leases $ 8,104 Financing cash used for finance leases 1,981 |
Schedule of Future Minimum Payments for Finance and Operating Lease Obligations | Maturities of lease liabilities as of December 31, 2022 were as follows: December 31, Finance Operating 2023 $ 1,057 $ 8,749 2024 — 6,140 2025 — 3,136 2026 — 1,471 2027 — 331 Thereafter — 287 Total undiscounted lease payments $ 1,057 $ 20,114 Less: interest on lease obligations ( 37 ) ( 1,924 ) Non-current $ 1,020 $ 18,190 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Unclassified [Abstract] | |
Summary of Components of Long-term Debt | The table below summarizes the components of the Company’s long-term debt (in thousands): December 31, 2022 2021 Convertible Debenture notes due 2024 244,808 229,382 2021 Credit Agreement due 2026 (1) 294,750 297,750 Total debt 539,558 527,132 Less: unamortized original issue discount ( 10,751 ) ( 14,700 ) Less: unamortized debt issuance costs ( 1,278 ) ( 1,726 ) Total debt, net 527,529 510,706 Current portion of debt 3,000 3,000 Total current portion of debt, net 3,000 3,000 Total long-term debt, net $ 524,529 $ 507,706 (1) The 2021 Credit Agreement matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. |
Summary of Future Principal Payments, Including in Kind Interest | Future principal payments, including in kind interest, are as follows (in thousands): December 31, Amount 2023 $ 3,000 2024 (1) 280,310 2025 3,000 2026 (1) 285,750 Thereafter — Total $ 572,060 (1) The 2021 Credit Agreement, under which there was approximately $ 294.8 million outstanding as of December 31, 2022, matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. Amounts assume that this springing maturity provision of the 2021 Credit Agreement will not be triggered in 2024. |
Schedule of Future Amortization of Debt Issuance Costs and Original Issue Discount | The future amortization of debt issuance costs and original issue discount related to the 2021 Credit Agreement, the Revolving Credit Facility and Convertible Debentures are as follows (in thousands): December 31, Amount 2023 $ 4,986 2024 5,466 2025 1,429 2026 148 Thereafter — Total $ 12,029 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Additional Information on Stock Option Grants And Vesting | The following table summarizes additional information on stock option grants and vesting (in thousands): 2019 Plan Year Ended Year Ended Total fair value of stock options granted $ 2,898 $ 2,583 Total fair value of options vested 3,306 2,911 |
Schedule of Black Scholes model for the Private Warrants | To estimate the fair value of the Private Warrants as of December 31, 2022 and 2021, the Company used a Black Scholes closed form model, which is a Level 3 fair value measurement. Significant inputs used in the Black Scholes model for the Private Warrants were as follows: December 31, 2022 December 31, 2021 Expected volatility 73.00 % 27.00 % Expected term (in years) 1.94 2.94 Risk free interest rate 4.43 % 0.96 % Dividend yield 0.00 % 0.00 % Exercise Price $ 11.50 $ 11.50 Fair value of Common Stock $ 2.10 $ 6.80 The following table summarizes the assumptions used in the valuation models to determine the fair value of awards granted to employees and non-employees under both the 2019 Plan: Year Ended Year Ended Expected volatility 42.78 - 42.90 % 43.22 - 44.61 % Expected term (in years) 6.0 6.0 Dividend yield 0 % 0 % Risk free interest rate 1.0 - 1.62 % 0.70 - 1.16 % |
Stock Based Compensation Expense Included In Consolidated Statements of Comprehensive Loss | Stock-based compensation expense is included in the Consolidated Statements of Comprehensive Loss within the following line items (in thousands): December 31, 2022 2021 Cost of revenues $ 1,640 $ 1,373 General and administrative 2,088 1,573 Research and development 584 279 Sales and marketing 824 755 Total $ 5,136 $ 3,980 |
Restricted Stock Units [Member] | |
Schedule of RSUs Activity Under 2019 Plan | The following table summarizes the Company’s RSU activity for performance based RSUs awarded to employees and for time-based RSUs granted to non-employee directors under the 2019 Plan: RSUs Description Outstanding Outstanding at December 31, 2021 1,513,892 Granted 576,889 Vested- non-employee directors awards ( 106,991 ) Forfeited ( 107,121 ) Expired — Outstanding at December 31, 2022 1,876,669 |
2019 Plan [Member] | |
Schedule of Stock Option Activity Under 2019 Plan | The following table summarizes the Company’s stock option activity under the 2019 Plan: Description Options Weighted Weighted Aggregate Options outstanding, December 31, 2020 4,260,753 $ 8.46 9.0 Granted 1,415,371 7.88 Exercised ( 4,676 ) 8.00 $ 1 Forfeited ( 496,842 ) 8.09 Expired ( 80,924 ) 8.16 Options outstanding, December 31, 2021 5,093,682 $ 8.34 8.4 Granted 1,135,850 6.00 Exercised — — $ — Forfeited ( 273,195 ) 7.51 Expired ( 198,558 ) 8.24 Options outstanding, December 31, 2022 5,757,779 $ 7.92 7.6 $ — Options vested and exercisable, December 31, 2022 3,836,439 $ 8.36 7.1 $ — Options vested and expected to vest, December 31, 2022 5,757,779 $ 7.92 7.6 $ — (1) Aggregate intrinsic value (in thousands) represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Loss Per Share | The following table summarizes basic and diluted loss per share for the years ended December 31, 2022 and 2021 (in thousands, except per share amounts): Year Ended Year Ended Basic and diluted loss per share: Net loss $ ( 43,174 ) $ ( 60,543 ) Weighted average common shares 42,709,706 42,601,745 Dilutive effect of potentially — — Weighted average common shares 42,709,706 42,601,745 Basic loss per share $ ( 1.01 ) $ ( 1.42 ) Dilutive effect of potentially — — Diluted loss per share $ ( 1.01 ) $ ( 1.42 ) Common share equivalents 52,784,891 50,901,006 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense for the years ended December 31, 2022 and 2021 are presented below (in thousands): Year Ended Year Ended Current Federal $ — $ — State 56 37 Foreign 885 605 Deferred Federal 370 345 State 697 794 Foreign ( 296 ) ( 2,228 ) Total income tax provision (benefit) $ 1,712 $ ( 447 ) |
Schedule of Loss Before Income Taxes | The actual income tax expense amounts for the years ended December 31, 2022 and 2021 differed from the expected tax amounts computed by applying the U.S. federal corporate income tax rate of 21 % for 2022 and 2021 to the amounts of loss before income taxes as presented below (in thousands): Year Ended Year Ended Pre-tax book loss $ ( 41,462 ) $ ( 60,990 ) Tax at Federal statutory rate of 21 % ( 8,707 ) ( 12,808 ) State taxes 754 831 Taxes on Foreign Earnings 1,162 — Foreign rate differential ( 635 ) ( 944 ) Other adjustments 805 1,428 Valuation allowance 8,333 11,046 Total income tax provision (benefit) $ 1,712 $ ( 447 ) |
Components of Loss Before Income Taxes from Continuing Operations | The domestic and foreign components of loss before income taxes from continuing operations for the years ended December 31, 2022 and 2021 are as follows (in thousands): Year Ended Year Ended Domestic $ ( 40,326 ) $ ( 57,135 ) Foreign ( 1,136 ) ( 3,855 ) Total $ ( 41,462 ) $ ( 60,990 ) |
Summary of Tax Effects of Temporary Differences | The tax effects of temporary differences at December 31, 2022 and 2021 are as follows (in thousands): Year Ended Year Ended Net operating losses and other carryforwards $ 42,084 $ 43,322 Interest expense carryforward 53,204 40,295 Property and equipment 3,884 3,710 Lease liability 3,409 — Accrued expenses 720 506 Payroll tax deferral — 544 Allowance for doubtful accounts 1,307 2,534 Stock-based compensation 2,786 1,741 Other 491 650 Deferred tax asset 107,885 93,302 Valuation allowance ( 91,866 ) ( 80,449 ) Total deferred tax assets, net of valuation allowance 16,019 12,853 Right of Use Asset ( 2,029 ) — Intangible assets ( 20,419 ) ( 18,452 ) Prepaid expenses ( 21 ) ( 20 ) Other ( 474 ) ( 482 ) Deferred tax liability ( 22,943 ) ( 18,954 ) Net deferred tax liability $ ( 6,924 ) $ ( 6,101 ) |
Summary of Deferred Tax Asset Valuation Allowance | A summary of the deferred tax asset valuation allowance is as follows (in thousands): Year Ended Year Ended Beginning Balance $ 80,449 $ 65,228 Additions 11,425 15,650 Reductions ( 8 ) ( 429 ) Ending Balance $ 91,866 $ 80,449 |
Severance and Retention (Tables
Severance and Retention (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Severance and Retention Expense | Severance and retention expense are included in the Consolidated Statements of Comprehensive Loss as follows (in thousands): Year Ended Year Ended Costs of revenues $ 884 $ 57 General and administrative 55 469 Sales and marketing 1,643 679 Research and development 270 — Total $ 2,852 $ 1,205 |
Summary of Severance Related Liabilities within Accounts Payable and Accrued Expense | The activity and balance of severance-related liabilities, which are recorded within Accounts payable and accrued expense in our Consolidated Balance Sheet are as follows (in thousands): Balance at December 31, 2020 $ 1,466 Payments ( 2,228 ) Expense 1,205 Balance at December 31, 2021 $ 443 Payments ( 1,569 ) Expense 2,852 Balance at December 31, 2022 $ 1,726 |
Organization, Business and Su_4
Organization, Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 01, 2021 ReportingUnit | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) Location Segment Lab Customer Datacenter Country $ / shares | Dec. 31, 2021 USD ($) Customer $ / shares | Jan. 01, 2022 USD ($) | |
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of countries | Country | 16 | ||||
Number of data centers | Datacenter | 9 | ||||
Number of data recovery labs | Lab | 13 | ||||
Date of incorporation | Aug. 02, 2018 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of business segment | Segment | 1 | ||||
Revenues | $ 317,432 | $ 320,477 | |||
Depreciation expense | 9,600 | 10,900 | |||
Impairment of intangible asset | $ 22,500 | 22,529 | |||
Amortization expense | 20,100 | 26,200 | |||
Number of reporting unit | ReportingUnit | 1 | ||||
Advertising costs | 4,300 | 3,500 | |||
Research and development | 13,486 | 10,265 | |||
Operating lease right of use assets, net | 12,412 | ||||
Operating lease liability | 18,190 | ||||
Cost of Revenues [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Amortization expense | $ 10,000 | 9,300 | |||
ASU 2018-15 [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease right of use assets, net | $ 21,200 | ||||
Operating lease liability | $ 23,800 | ||||
ASU 2016-02 [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||||
Internal-Use Software Development [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized software costs | $ 17,500 | 14,700 | |||
UK and Germany [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Revenues | 49,600 | 64,100 | |||
Long-lived assets | $ 25,900 | $ 25,900 | |||
Consolidated Revenues [Member] | Customer Concentration Risk [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers representing more than 5% of consolidated revenues or accounts receivable | Customer | 0 | ||||
Number of customers representing 6% of consolidated revenues and accounts receivable | Customer | 1 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers representing more than 5% of consolidated revenues or accounts receivable | Customer | 0 | ||||
Number of customers representing 6% of consolidated revenues and accounts receivable | Customer | 1 | ||||
Minimum [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of locations | Location | 25 | ||||
Minimum [Member] | Internal-Use Software Development [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 3 years | ||||
Maximum [Member] | Internal-Use Software Development [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years |
Organization, Business and Su_5
Organization, Business and Summary of Significant Accounting Policies - Rollforward of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for Doubtful Accounts [Roll Forward] | ||
Balance at beginning | $ 9,774 | $ 8,513 |
Charged to/reversed from expense | 3,148 | 3,149 |
Deductions (write offs) | (7,519) | (1,888) |
Balance at ending | $ 5,403 | $ 9,774 |
Organization, Business and Su_6
Organization, Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Computer software and hardware | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer software and hardware | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | Shorter of lease term or useful life |
Furniture, fixtures and other equipment | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture, fixtures and other equipment | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Organization, Business and Su_7
Organization, Business and Summary of Significant Accounting Policies - Rollforward of Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning | $ 395,759 | $ 399,085 |
Foreign currency translation | (4,645) | (3,326) |
Balance at end | $ 391,114 | $ 395,759 |
Organization, Business and Su_8
Organization, Business and Summary of Significant Accounting Policies - Summary of Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 317,432 | $ 320,477 |
Technology Solutions | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 288,991 | 294,566 |
Nebula | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 28,441 | 25,911 |
Legal Technology | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 282,797 | 276,333 |
Legal Technology | Technology Solutions | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 254,356 | 250,422 |
Legal Technology | Nebula | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 28,441 | 25,911 |
Data Recovery | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 34,635 | 44,144 |
Data Recovery | Technology Solutions | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 34,635 | $ 44,144 |
Correction of an Immaterial E_2
Correction of an Immaterial Error - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reclassification [Line Items] | |||
Expense (Income) related to fair value adjustment of warrants liabilities | $ (1,207) | $ (1,969) | |
Decrease in additional paid-in capital | (3,810) | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Reclassification [Line Items] | |||
Increase in warrant liabilities | $ 1,800 | ||
Decrease in additional paid-in capital | 3,800 | ||
Private Warrants [Member] | |||
Reclassification [Line Items] | |||
Increase in warrant liabilities | $ 3,810 | ||
Private Warrants [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Reclassification [Line Items] | |||
Expense (Income) related to fair value adjustment of warrants liabilities | $ (2,000) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of future expected acquisition-related contingent consideration obligations | $ 0.6 | |
Settled earnout obligation and issued of common shares | 128,596 | |
Warrants, expected term | 5 years | |
Fair value of warrants | $ 0.6 | |
Exercise price | $ 11.50 | |
Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 6,350,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Black Scholes model for the Private Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Expected volatility | 73% | 27% |
Expected term (in years) | 1 year 11 months 8 days | 2 years 11 months 8 days |
Risk free interest rate | 4.43% | 0.96% |
Dividend yield | 0% | 0% |
Exercise Price | $ 11.50 | $ 11.50 |
Fair value of Common Stock | $ 2.10 | $ 6.80 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning | $ 2,486 | $ 920 |
Change in fair value of Private Warrants | (1,207) | (1,969) |
Change in fair value of contingent consideration | 21 | (275) |
Balance at ending | $ 1,300 | 2,486 |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Increase in warrant liabilities | $ 3,810 |
Intangibles Assets - Schedule o
Intangibles Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net of amortization | $ 46,862 | $ 59,291 |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life in Years | 2 years 2 months 12 days | |
Gross intangible assets | $ 20,565 | 20,565 |
Accumulated amortization | (15,210) | (12,639) |
Intangible assets, net of amortization | $ 5,355 | 7,926 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life in Years | 3 years 3 months 18 days | |
Gross intangible assets | $ 87,593 | 79,436 |
Accumulated amortization | (69,712) | (59,173) |
Intangible assets, net of amortization | $ 17,881 | 20,263 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life in Years | 5 years 7 months 6 days | |
Gross intangible assets | $ 95,348 | 96,637 |
Accumulated amortization | (71,722) | (65,535) |
Intangible assets, net of amortization | $ 23,626 | $ 31,102 |
Intangibles Assets - Schedule_2
Intangibles Assets - Schedule of Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 15,145 | |
2024 | 10,848 | |
2025 | 6,587 | |
2026 | 5,343 | |
2027 | 3,917 | |
Thereafter | 4,186 | |
In process | 836 | |
Intangible assets, net of amortization | $ 46,862 | $ 59,291 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued expenses: | ||
Accrued interest | $ 402 | $ 240 |
Accrued salaries | 12,826 | 12,487 |
Current taxes payable | 755 | 688 |
Other accrued expenses | 1,191 | 2,124 |
Total | $ 15,174 | $ 15,539 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 Location | Dec. 31, 2021 USD ($) | |
Leases [Abstract] | ||
Weighted average remaining lease term for operating leases | 3 years | |
Weighted average remaining lease term for finance leases | 8 months | |
Weighted average discount rate for operating leases | 8.47% | |
Weighted average discount rate for finance leases | 8.18% | |
Rent expense | $ | $ 11.2 | |
Depreciation expense | $ | $ 1.8 | |
Number of lease agreement terminated locations | Location | 4 | |
Number of reduce footprint lease location | Location | 2 |
Leases - Schedule of Classifica
Leases - Schedule of Classification of Finance Leases in Consolidated Balance Sheet (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Finance lease right of use asset, net | $ 1,965 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net |
Finance lease liabilities | $ 1,020 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities, Current |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease Cost [Line Items] | |
Total lease cost | $ 7,294 |
Cost of Revenues [Member] | |
Lease Cost [Line Items] | |
Operating lease cost | 1,682 |
Amortization of right of use assets | 1,184 |
Sublease income | (1,772) |
General and Administrative [Member] | |
Lease Cost [Line Items] | |
Operating lease cost | 6,460 |
Amortization of right of use assets | 442 |
Sublease income | (844) |
Interest expense [Member] | |
Lease Cost [Line Items] | |
Interest on lease liabilities | $ 142 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash used for operating leases | $ 8,104 |
Financing cash used for finance leases | $ 1,981 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments for Finance and Operating Lease Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finance Leases | |
2023 | $ 1,057 |
Total undiscounted lease payments | 1,057 |
Less: interest on lease obligations | (37) |
Non-current | 1,020 |
Operating Leases | |
2023 | 8,749 |
2024 | 6,140 |
2025 | 3,136 |
2026 | 1,471 |
2027 | 331 |
Thereafter | 287 |
Total undiscounted lease payments | 20,114 |
Less: interest on lease obligations | (1,924) |
Non-current | $ 18,190 |
Long Term Debt - Summary of Com
Long Term Debt - Summary of Components of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total debt | $ 539,558 | $ 527,132 | |
Less: unamortized original issue discount | (10,751) | (14,700) | |
Less: unamortized debt issuance costs | (1,278) | (1,726) | |
Total debt, net | 527,529 | 510,706 | |
Current portion of debt | 3,000 | 3,000 | |
Total current portion of debt, net | 3,000 | 3,000 | |
Long-term debt, net | 524,529 | 507,706 | |
Convertible Debenture Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Total debt | 244,808 | 229,382 | |
2021 Credit Agreement Due 2026 | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | $ 294,750 | $ 297,750 |
[1] The 2021 Credit Agreement matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. |
Long term debt - Summary of C_2
Long term debt - Summary of Components of Long-term Debt (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Unclassified [Abstract] | |
Debt instrument, maturity description | The 2021 Credit Agreement matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Feb. 08, 2021 | Dec. 19, 2019 | Dec. 09, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Term loan balance due | $ 294,800,000 | ||||
Debt instrument, maturity description | The 2021 Credit Agreement matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. | ||||
Loss on extinguishment of debt | $ 7,257,000 | ||||
Debt amount, balance due | $ 539,558,000 | 527,132,000 | |||
Accretion of original issue discount | 4,000,000 | 3,300,000 | |||
Amortization of debt issuance costs | $ 600,000 | 500,000 | |||
First Lien Facility | |||||
Debt Instrument [Line Items] | |||||
Initial term loan borrowing | $ 340,000,000 | ||||
Term loan maturity date | Dec. 09, 2022 | ||||
Second Lien Facility | |||||
Debt Instrument [Line Items] | |||||
Initial term loan borrowing | 125,000,000 | ||||
Term loan maturity date | Dec. 09, 2023 | ||||
Loss on extinguishment of debt | 7,300,000 | ||||
Convertible Debentures Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 200,000,000 | ||||
Term loan maturity date | Dec. 19, 2024 | ||||
Debt amount, balance due | $ 244,808,000 | 229,382,000 | |||
Debt interest rate in cash | 4% | ||||
Debt interest rate in kind | 4% | ||||
Debt periodic payment | bear interest at an annual rate of 4.00% in cash, payable quarterly, and 4.00% in kind, accrued quarterly, on the last business day of March, June, September and December. | ||||
Percentage of amount will add to principal amount | 3% | ||||
Principal amount of debt redeemed | 100% | ||||
Debt conversion price per share | $ 18 | ||||
Percentage of principal amount paid in event of default | 25% | ||||
Original issue discount | $ 13,700,000 | ||||
Deferred closing fees | $ 900,000 | ||||
2016 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt closing fees | $ 1,300,000 | ||||
Deferred closing fees | 700,000 | ||||
2016 Credit Agreement [Member] | First Lien Facility | |||||
Debt Instrument [Line Items] | |||||
Original issue discount | $ 6,000,000 | ||||
Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Floor interest rate | 1% | ||||
Term loan balance due | $ 294,800,000 | ||||
Term loan interest rate per annum during period | 6.50% | ||||
Adjusted Eurocurrency Rate [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 4.73% | ||||
Revolving Credit Facility [Member] | 2016 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 30,000,000 | ||||
Loan maturing date | Jun. 09, 2022 | ||||
Loss on extinguishment of debt | 7,300,000 | ||||
2021 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 300,000,000 | ||||
Delayed draw term loans | 50,000,000 | $ 0 | |||
Debt instrument, maturity description | The Initial Term Loans, Delayed Draw Term Loans and Revolving Credit Loans are each scheduled to mature on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. The Initial Term Loans and Delayed Draw Term Loans may be voluntarily repaid at any time, but may be subject to a prepayment premium. The Initial Term Loans and Delayed Draw Term Loans are required to be repaid under certain circumstances, including with Excess Cash Flow (as defined in the 2021 Credit Agreement), the proceeds of an Asset Sale or Casualty Event (each as defined in the 2021 Credit Agreement) and the proceeds of certain refinancing indebtedness. | ||||
Debt instrument, closing fees | $ 8,000,000 | ||||
2021 Credit Agreement [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, net leverage ratio | 7 | ||||
2021 Credit Agreement [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, net leverage ratio | 1 | ||||
2021 Credit Agreement [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loans amortize rate | 1% | ||||
Quarterly installment | $ 800,000 | ||||
2021 Credit Agreement [Member] | Adjusted Eurocurrency Rate [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 6.50% | ||||
2021 Credit Agreement [Member] | Base Rate [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 5.50% | ||||
2021 Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | $ 40,000,000 | ||||
2021 Credit Agreement [Member] | Revolving Credit Facility [Member] | Adjusted Eurocurrency Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 4% | ||||
2021 Credit Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 3% | ||||
2021 Credit Agreement [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | $ 10,000,000 | 600,000 | |||
2021 Credit Agreement [Member] | Revolving Credit Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | $ 40,000,000 | ||||
Available borrowing capacity | $ 39,400,000 |
Long Term Debt - Summary of Fut
Long Term Debt - Summary of Future Principal Payments, Including in Kind Interest (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total debt, net | $ 527,529 | $ 510,706 | |
Kind Interest | |||
Debt Instrument [Line Items] | |||
2023 | 3,000 | ||
2024 | [1] | 280,310 | |
2025 | 3,000 | ||
2026 | [1] | 285,750 | |
Thereafter | |||
Total debt, net | $ 572,060 | ||
[1] The 2021 Credit Agreement, under which there was approximately $ 294.8 million outstanding as of December 31, 2022, matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the 2021 Credit Agreement matures on June 19, 2024. Amounts assume that this springing maturity provision of the 2021 Credit Agreement will not be triggered in 2024. |
Long term debt - Summary of F_2
Long term debt - Summary of Future Principal Payments, Including in Kind Interest (Parenthetical) (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Long-Term Debt, Unclassified [Abstract] | |
Outstanding loans | $ 294.8 |
Long Term Debt - Summary of F_3
Long Term Debt - Summary of Future Amortization of Debt Issuance Costs and Original Issue Discount (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Long-Term Debt, Unclassified [Abstract] | |
2023 | $ 4,986 |
2024 | 5,466 |
2025 | 1,429 |
2026 | 148 |
Thereafter | |
Total | $ 12,029 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
401(k) plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, description | The Company’s 401(k) plan covers employees who are at least 21 years of age. Employees may elect to defer a percentage of their salary up to the maximum allowed under the Internal Revenue Service Code. The Company moved back to a safe harbor plan as of January 1, 2022 and reinstated the company matching contributions to the 401(k) plan, which had been discontinued in 2020. Company match is 100% for first 3% and 50% for next 2% of employee’s contributions. The employee contributions are 100% vested immediately. | |
Defined contribution plan, employee eligibility age | 21 years | |
Defined contribution plan, cost | $ 2.9 | $ 1.4 |
Employee contribution vested | 100% | |
Percentage of one-time contribution, highly compensated employees | 4% | |
Percentage of one-time contribution, non-highly compensated employees | 5% | |
401(k) plan Matching First 3% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contributions | 100% | |
401(k) plan Matching Next 2% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contributions | 50% |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 shares | Feb. 28, 2021 shares | Jun. 30, 2022 Installment shares | Dec. 31, 2022 USD ($) Installment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ | $ 5,137,000 | $ 3,980,000 | |||
Nebula | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ | $ 700,000 | ||||
Performance Based Restricted Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting maximum number of annual installments | Installment | 3 | ||||
Granted | 463,000 | ||||
Performance Based Restricted Stock Option [Member] | Annual Consolidated Revenue [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting maximum number of annual installments | Installment | 3 | ||||
Share based compensation arrangement by share based payment award vest based on achievement | 50% | ||||
Performance Based Restricted Stock Option [Member] | Nebula | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting maximum number of annual installments | Installment | 3 | ||||
Share based compensation arrangement by share based payment award achievement period | 3 years | ||||
Share based compensation arrangement by share based payment award vest based on achievement | 50% | ||||
Time-Based Restricted Stock Units [Member] | Non Employee Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ | $ 700,000 | $ 700,000 | |||
Options granted | 100,000 | 90,324 | |||
Time-Based Restricted Stock Units [Member] | Maximum [Member] | Non Employee Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Time-Based Restricted Stock Units [Member] | Minimum [Member] | Non Employee Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2019 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of share increase | 5% | ||||
Shares increases in period | 2,134,227 | 2,126,451 | |||
Common stock options authorized under plan | 11,760,678 | ||||
Common stock options available for issuance | 2,145,118 | ||||
Options granted | 1,135,850 | 1,415,371 | |||
2019 Plan [Member] | Time Based Vesting Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Weighted average fair value granted | $ / shares | $ 2.55 | $ 1.83 | |||
Stock-based compensation | $ | $ 3,900,000 | $ 4,000,000 | |||
Unrecognized stock-based compensation expense | $ | $ 2,800 | $ 4,200,000 | |||
Unrecognized stock-based compensation expense, period | 1 year 10 months 2 days | 1 year 5 months 4 days | |||
2019 Plan [Member] | Time Based Vesting Stock Option [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expiration period | 10 years |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Stock Option Activity Under 2019 Plan (Detail) - 2019 Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding, beginning balance | 5,093,682 | 4,260,753 | ||
Options granted | 1,135,850 | 1,415,371 | ||
Options exercised | (4,676) | |||
Options forfeited | (273,195) | (496,842) | ||
Options expired | (198,558) | (80,924) | ||
Options outstanding, ending balance | 5,757,779 | 5,093,682 | 4,260,753 | |
Options vested and exercisable | 3,836,439 | |||
Options vested and expected to vest | 5,757,779 | |||
Weighted average exercise price, beginning balance | $ 8.34 | $ 8.46 | ||
Weighted average exercise price, granted | 6 | 7.88 | ||
Weighted average exercise price, exercised | 8 | |||
Weighted average exercise price, forfeited | 7.51 | 8.09 | ||
Weighted average exercise price, expired | 8.24 | 8.16 | ||
Weighted average exercise price, ending balance | 7.92 | $ 8.34 | $ 8.46 | |
Weighted average exercise price, vested and exercisable | 8.36 | |||
Weighted average exercise price, vested and expected to vest | $ 7.92 | |||
Weighted average remaining contractual term, balance | 7 years 7 months 6 days | 8 years 4 months 24 days | 9 years | |
Options vested and exercisable, December 31, 2022 | 7 years 1 month 6 days | |||
Options vested and expected to vest, December 31, 2022 | 7 years 7 months 6 days | |||
Aggregate intrinsic value, exercised | [1] | $ 1 | ||
[1] Aggregate intrinsic value (in thousands) represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of Additional Information on Stock Option Grants And Vesting (Detail) - 2019 Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total fair value of stock options granted | $ 2,898 | $ 2,583 |
Total fair value of options vested | $ 3,306 | $ 2,911 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Valuation Models of Fair Value of Awards Granted To Employees and Non-Employees Under 2019 Plan (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 1 year 11 months 8 days | 2 years 11 months 8 days |
Dividend yield | 0% | 0% |
2019 Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 42.78% | 43.22% |
Expected volatility, Maximum | 42.90% | 44.61% |
Expected term (in years) | 6 years | 6 years |
Dividend yield | 0% | 0% |
Risk-free interest rate, Minimum | 1% | 0.70% |
Risk-free interest rate, Maximum | 1.62% | 1.16% |
Equity Incentive Plan - Stock B
Equity Incentive Plan - Stock Based Compensation Expense Included In Consolidated Statements of Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,136 | $ 3,980 |
Cost of Revenues [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,640 | 1,373 |
General and administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,088 | 1,573 |
Research and development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 584 | 279 |
Sales and Marketing [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 824 | $ 755 |
Equity Incentive Plan - Sched_3
Equity Incentive Plan - Schedule of RSUs Activity for Performance-based RSUs Awarded to Employees Under 2019 Plan (Detail) - 2019 Plan [Member] - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding balance | 1,513,892 |
Granted | 576,889 |
Vested- non-employee directors awards | (106,991) |
Forfeited | (107,121) |
Outstanding balance | 1,876,669 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, per share | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share | |
Exercise price | $ 11.50 | |
Closing sale price of company's common stock | $ 2.10 | $ 6.80 |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares issued | 128,596 | 47,234 |
Recapitalization transaction (in shares) | 128,596 | 47,234 |
Pivotal Acquisition Corp. [Member] | ||
Class Of Stock [Line Items] | ||
Description of warrants | Each warrant entitles the holder to purchase one share of common stock for $11.50 per share. If held by the initial purchaser of the Private Warrant or certain permitted transferees, the purchase can occur on a cashless basis. The warrants will expire on December 19, 2024 or earlier upon redemption or liquidation. | |
Exercise price | $ 11.50 | |
Warrants expiration date | Dec. 19, 2024 | |
Sale price of common stock | $ 18 | |
Number of business days | 3 days | |
Pivotal Acquisition Corp. [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Number of trading days | 20 days | |
Pivotal Acquisition Corp. [Member] | Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Number of trading days | 30 days | |
Pivotal Acquisition Corp. [Member] | Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Number of securities eligible for each warrant | 1 | |
Pivotal Acquisition Holdings LLC [Member] | ||
Class Of Stock [Line Items] | ||
Recapitalization transaction (in shares) | 550,000 | |
Number of consecutive trading days | 20 days | 20 days |
Reverse merger transaction, sale of common stock description | On December 19, 2019, in connection with the consummation of the reverse merger transaction, 550,000 shares of common stock held by Pivotal Acquisition Holdings LLC are subject to an additional lockup that will be released only if the last reported sale price of the common stock equals or exceeds $15.00 for a period of 20 consecutive trading days during the five-year period following the Closing Date. If the last reported sale price of common stock does not equal or exceed $15.00 within five years from the Closing Date, such shares will be forfeited to the Company for no consideration. These shares are reported as outstanding in our financial statements and continue to be subject to the additional lockup as of December 31, 2022 | |
Closing stock price period | 5 years | |
Forfeited amount | $ 0 | |
Pivotal Acquisition Holdings LLC [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Closing sale price of company's common stock | $ 15 | |
Pivotal Acquisition Holdings LLC [Member] | Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Closing sale price of company's common stock | $ 15 | |
Public Warrants [Member] | Pivotal Acquisition Corp. [Member] | ||
Class Of Stock [Line Items] | ||
Warrants outstanding | 23,000,000 | |
Exercise price | $ 0.01 | |
Public Warrants [Member] | Pivotal Acquisition Corp. [Member] | Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Minimum prior written notice period | 30 days | |
Private Warrants [Member] | Pivotal Acquisition Corp. [Member] | ||
Class Of Stock [Line Items] | ||
Warrants outstanding | 6,350,000 |
Loss Per Share - Summary of Bas
Loss Per Share - Summary of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic and diluted loss per share: | ||
Net loss | $ (43,174) | $ (60,543) |
Weighted average common shares outstanding - basic | 42,709,706 | 42,601,745 |
Weighted average common shares outstanding - diluted | 42,709,706 | 42,601,745 |
Basic loss per share | $ (1.01) | $ (1.42) |
Diluted loss per share | $ (1.01) | $ (1.42) |
Common share equivalents excluded due to anti-dilutive effect | 52,784,891 | 50,901,006 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
State | $ 56 | $ 37 |
Foreign | 885 | 605 |
Deferred | ||
Federal | 370 | 345 |
State | 697 | 794 |
Foreign | (296) | (2,228) |
Total income tax provision (benefit) | $ 1,712 | $ (447) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Federal corporate income tax rate | 21% | 21% | |
Tax credit carryforward | $ 800 | $ 900 | |
Foreign subsidiaries undistributed earnings | 20,900 | ||
Valuation allowance | 91,866 | 80,449 | $ 65,228 |
Deferred tax asset valuation allowance foreign currency translation adjustment | 300 | ||
Valuation allowance included in effective tax ate reconciliation | 200 | ||
Unrecognized tax benefits | 1,000 | 1,000 | |
Changes in uncertain tax positions | $ 0 | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Limitation range for income tax examination year | 1 year | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Limitation range for income tax examination year | 4 years | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 31,500 | 32,500 | |
Federal [Member] | Expire Till 2025 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 6,700 | ||
Federal [Member] | Expire Till 2035 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 16,500 | ||
Federal [Member] | No Expiration [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 8,300 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 7,400 | 7,200 | |
Changes in valuation allowance | 3,200 | ||
Foreign [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 2,400 | $ 2,700 | |
Federal And Foreign Tax [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Changes in valuation allowance | $ 8,300 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax book loss | $ (41,462) | $ (60,990) |
Tax at federal statutory rate | (8,707) | (12,808) |
State taxes | 754 | 831 |
Taxes on Foreign Earnings | 1,162 | |
Foreign rate differential | (635) | (944) |
Other adjustments | 805 | 1,428 |
Valuation allowance | 8,333 | 11,046 |
Total income tax provision (benefit) | $ 1,712 | $ (447) |
Income Taxes - Schedule of Lo_2
Income Taxes - Schedule of Loss Before Income Taxes (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory rate | 21% | 21% |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes from Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (40,326) | $ (57,135) |
Foreign | (1,136) | (3,855) |
Loss before income taxes | $ (41,462) | $ (60,990) |
Income Taxes - Summary of Tax E
Income Taxes - Summary of Tax Effects of Temporary Differences (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Net operating losses and other carryforwards | $ 42,084 | $ 43,322 | |
Interest expense carryforward | 53,204 | 40,295 | |
Property and equipment | 3,884 | 3,710 | |
Lease liability | 3,409 | ||
Accrued expenses | 720 | 506 | |
Payroll tax deferral | 544 | ||
Allowance for doubtful accounts | 1,307 | 2,534 | |
Stock-based compensation | 2,786 | 1,741 | |
Other | 491 | 650 | |
Deferred tax asset | 107,885 | 93,302 | |
Valuation allowance | (91,866) | (80,449) | $ (65,228) |
Total deferred tax assets, net of valuation allowance | 16,019 | 12,853 | |
Right of Use Asset | (2,029) | ||
Intangible assets | (20,419) | (18,452) | |
Prepaid expenses | (21) | (20) | |
Other | (474) | (482) | |
Deferred tax liability | (22,943) | (18,954) | |
Net deferred tax liability | $ (6,924) | $ (6,101) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Asset Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance | $ 80,449 | $ 65,228 |
Additions | 11,425 | 15,650 |
Reductions | (8) | (429) |
Ending Balance | $ 91,866 | $ 80,449 |
Severance and Retention - Addit
Severance and Retention - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Employee | Dec. 31, 2021 USD ($) Employee | |
Restructuring and Related Activities [Abstract] | ||
Severance and retention expense | $ | $ 2,852 | $ 1,205 |
Number of employees associated with reduction in workforce | Employee | 57,000 | 27,000 |
Severance and Retention - Summa
Severance and Retention - Summary of Severance and Retention Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost And Reserve [Line Items] | ||
Severance and retention expense | $ 2,852 | $ 1,205 |
Cost of Revenues [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and retention expense | 884 | 57 |
General and Administrative [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and retention expense | 55 | 469 |
Sales and Marketing [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and retention expense | 1,643 | $ 679 |
Research and Development [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Severance and retention expense | $ 270 |
Severance and Retention - Sum_2
Severance and Retention - Summary of Severance Related Liabilities within Accounts Payable and Accrued Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | ||
Balance at beginning of year | $ 443 | $ 1,466 |
Payments | (1,569) | (2,228) |
Expense | 2,852 | 1,205 |
Balance at ending of year | $ 1,726 | $ 443 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Dec. 31, 2022 USD ($) LetterofCredit |
Commitments and Contingencies Disclosure [Abstract] | |
Number of letters of credit | LetterofCredit | 2 |
Letters of credit as additional security for lease guarantees | $ | $ 0.6 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - MGG Investment Group [Member] - Debenture [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Interest expense, related party | $ 13.8 | $ 12.9 |
Debt instrument outstanding | $ 122.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 1 Months Ended |
Mar. 31, 2023 | |
Subsequentevent [Member] | 2021 Credit Agreement [Member] | SOFR | |
Subsequent Event [Line Items] | |
Loan variable interest rate | 0.10% |