Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity Registrant Name | AgileThought, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-39157 | ||
Entity Tax Identification Number | 87-2302509 | ||
Entity Address, Address Line One | 222 W. Las Colinas Blvd. | ||
Entity Address, Address Line Two | Suite 1650E | ||
Entity Address, City or Town | Irving | ||
Entity Address, State or Province | TX | ||
City Area Code | 971 | ||
Local Phone Number | 501-1140 | ||
Entity Address, Postal Zip Code | 75039 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 80.5 | ||
Entity Common Stock, Shares Outstanding | 50,473,514 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001790625 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | AGIL | ||
Security Exchange Name | NASDAQ | ||
Warrant | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | AGILW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 8,640 | $ 9,432 |
Accounts receivable, net | 31,387 | 23,800 |
Prepaid expenses and other current assets | 7,490 | 3,940 |
Current VAT receivables | 9,713 | 10,776 |
Total current assets | 57,230 | 47,948 |
Property and equipment, net | 3,107 | 3,428 |
Goodwill and indefinite-lived intangible assets | 86,694 | 88,809 |
Finite-lived intangible assets, net | 66,233 | 71,511 |
Operating lease right of use assets, net | 6,434 | 8,123 |
Other noncurrent assets | 1,612 | 463 |
Total noncurrent assets | 164,080 | 172,334 |
Total assets | 221,310 | 220,282 |
Current liabilities: | ||
Accounts payable | 20,970 | 16,486 |
Accrued liabilities | 9,778 | 15,080 |
Income taxes payable | 97 | 164 |
Other taxes payable | 9,733 | 8,203 |
Current portion of operating lease liabilities | 2,834 | 3,286 |
Deferred revenue | 1,789 | 2,143 |
Current portion of obligation for contingent purchase price | 8,791 | 8,104 |
Current portion of long-term debt | 14,838 | 11,380 |
Total current liabilities | 68,830 | 64,846 |
Obligation for contingent purchase price, net of current portion | 0 | 2,200 |
Long-term debt, net of current portion | 42,274 | 125,963 |
Deferred tax liabilities, net | 2,762 | 3,073 |
Operating lease liabilities, net of current portion | 3,759 | 5,010 |
Warrant liability | 2,137 | 0 |
Other noncurrent liabilities | 6,900 | 992 |
Total liabilities | 126,662 | 202,084 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Class A shares $.0001 par value, 210,000,000 shares authorized, 50,402,763 and 34,557,480 shares outstanding as of December 31, 2021 and 2020, respectively | 5 | 3 |
Treasury stock, 181,381 shares at cost | (294) | 0 |
Additional paid-in capital | 198,649 | 101,494 |
Accumulated deficit | (86,251) | (66,181) |
Accumulated other comprehensive loss | (17,362) | (16,981) |
Total stockholders’ equity attributable to the Company | 94,747 | 18,335 |
Noncontrolling interests | (99) | (137) |
Total stockholders’ equity | 94,648 | 18,198 |
Total liabilities and stockholders’ equity | $ 221,310 | $ 220,282 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders’ Equity | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 210,000,000 | 210,000,000 |
Common stock outstanding (in shares) | 50,402,763 | 34,557,480 |
Treasury stock (in shares) | 181,381 | 181,381 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenues | $ 158,668 | $ 163,987 |
Cost of revenue | 112,303 | 113,465 |
Gross profit | 46,365 | 50,522 |
Operating expenses: | ||
Selling, general and administrative expenses | 43,551 | 31,955 |
Depreciation and amortization | 6,984 | 6,959 |
Change in fair value of contingent consideration obligations | (2,200) | (6,600) |
Change in fair value of embedded derivative liabilities | (4,406) | 0 |
Change in fair value of warrant liability | (4,694) | 0 |
Equity-based compensation expense | 6,481 | 211 |
Impairment charges | 0 | 16,699 |
Restructuring expenses | 911 | 5,524 |
Other operating expenses, net | 1,785 | 6,997 |
Total operating expense | 48,412 | 61,745 |
Loss from operations | (2,047) | (11,223) |
Interest expense | (16,457) | (17,293) |
Other (expense) income | (1,084) | 4,525 |
Loss before income tax | (19,588) | (23,991) |
Income tax expense | 460 | 2,341 |
Net loss | (20,048) | (26,332) |
Net income (loss) attributable to noncontrolling interests | 22 | (155) |
Net loss attributable to the Company | $ (20,070) | $ (26,177) |
Loss per share (Note 17): | ||
Basic (in dollars per share) | $ (0.54) | $ (0.76) |
Diluted (in dollars per share) | $ (0.54) | $ (0.76) |
Weighted average number of shares: | ||
Basic (in shares) | 37,331,820 | 34,557,480 |
Diluted (in shares) | 37,331,820 | 34,557,480 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (20,048) | $ (26,332) |
Actuarial loss | 62 | 0 |
Foreign currency translation adjustments | (427) | (14,052) |
Comprehensive loss | (20,413) | (40,384) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 38 | (300) |
Comprehensive loss attributable to the Company | $ (20,451) | $ (40,084) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Common StockClass A | Common StockClass APreviously Reported | Common StockClass ARevision of Prior Period, Adjustment | Common StockClass B | Common StockClass BPreviously Reported | Common StockClass BRevision of Prior Period, Adjustment | Treasury Stock | Treasury StockPreviously Reported | Treasury StockRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported | Noncontrolling Interests | Noncontrolling InterestsPreviously Reported |
Beginning balance at Dec. 31, 2019 | $ 58,371 | $ 58,371 | $ 0 | $ 3 | $ 0 | $ 3 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 101,283 | $ 101,286 | $ (3) | $ (40,004) | $ (40,004) | $ (3,074) | $ (3,074) | $ 163 | $ 163 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 34,557,480 | 0 | 34,557,480 | 0 | 431,682 | (431,682) | 0 | 37,538 | (37,538) | 151,950 | 0 | 151,950 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Net (loss) income | (26,332) | (26,177) | (155) | |||||||||||||||||||||
Equity-based compensation | 211 | 211 | ||||||||||||||||||||||
Foreign currency translation adjustments | (14,052) | (13,907) | (145) | |||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 18,198 | $ 3 | $ 0 | $ 0 | $ 0 | 101,494 | (66,181) | (16,981) | (137) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 34,557,480 | 0 | 0 | 151,950 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Net (loss) income | (20,048) | (20,070) | 22 | |||||||||||||||||||||
Issuance of common stock in offering, net of transaction cost of $3.1 million | 21,819 | 21,819 | ||||||||||||||||||||||
Issuance of common stock in offering, net of transaction cost of $3.1 million (in shares) | 3,560,710 | |||||||||||||||||||||||
Conversion of convertible debt to common stock | 4,700 | 4,700 | ||||||||||||||||||||||
Conversion of convertible debt to common stock (in shares) | 461,236 | |||||||||||||||||||||||
Issuance of common stock due to closing of Business Combination, net of transaction costs of $13.0 million | 65,841 | $ 1 | 65,840 | |||||||||||||||||||||
Issuance of common stock due to closing of Business Combination, net of transaction costs of $13.0 million (in shares) | 7,413,435 | |||||||||||||||||||||||
Issuance of common stock to First Lien Facility administrative agent | 0 | $ 1 | (1) | |||||||||||||||||||||
Issuance of common stock to First Lien Facility administrative agent (in shares) | 4,439,333 | |||||||||||||||||||||||
Equity-based compensation | 6,481 | 6,481 | ||||||||||||||||||||||
Employee withholding taxes paid related to net share settlements | (1,978) | $ (294) | (1,684) | |||||||||||||||||||||
Employee withholding taxes paid related to net share settlements (in shares) | (29,431) | 29,431 | ||||||||||||||||||||||
Other comprehensive expense | 62 | 62 | ||||||||||||||||||||||
Foreign currency translation adjustments | (427) | (443) | 16 | |||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 94,648 | $ 5 | $ 0 | $ 0 | $ (294) | $ 198,649 | $ (86,251) | $ (17,362) | $ (99) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 50,402,763 | 0 | 0 | 181,381 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | Aug. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Stockholders' Equity [Abstract] | |||
Share issuance transaction costs | $ 3,106 | $ 0 | |
Business Combination transaction costs | $ 13,033 | $ 13,033 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | ||
Net (loss) income | $ (20,048) | $ (26,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of interest from convertible notes | 3,068 | 4,380 |
Gain on forgiveness of debt | (1,306) | (142) |
Provision for bad debt expense | 1,307 | 11 |
Impairment of goodwill and other intangible assets | 0 | 16,699 |
Equity-based compensation expense | 6,481 | 211 |
Loss on disposal of property and equipment | 0 | 43 |
Right-of-use asset amortization | 3,125 | 2,899 |
Foreign currency remeasurement | 1,936 | (3,597) |
Deferred income tax provision | (242) | 1,398 |
Obligations for contingent purchase price | (1,464) | (6,240) |
Embedded derivative liabilities | (4,406) | 0 |
Warrant liability | (4,694) | 0 |
Gain on divestiture, net of cash retained | 0 | (1,302) |
Amortization of debt issue costs | 3,521 | 925 |
Depreciation and amortization | 6,984 | 6,959 |
Changes in assets and liabilities: | ||
Accounts receivable | (10,253) | 16,866 |
Prepaid expenses and other assets | (4,729) | (1,393) |
Accounts payable | 3,657 | (3,380) |
Accrued liabilities | (5,079) | (3,697) |
Deferred revenues | (271) | (1,103) |
Other current tax assets and taxes payable | 2,356 | 2,296 |
Income taxes payable | (29) | (3,729) |
Lease liabilities | (3,137) | (2,838) |
Net cash used in operating activities | (23,223) | (1,066) |
Investing activities | ||
Purchase of property and equipment | (916) | (1,585) |
Net cash used in investing activities | (916) | (1,585) |
Financing activities | ||
Proceeds from loans | 24,524 | 13,370 |
Payments of debt issuance costs | (1,453) | 0 |
Repayments of borrowings | (61,655) | (2,450) |
Payments of PIPE transaction cost | (13,033) | 0 |
Proceeds from PIPE Investors | 27,600 | 0 |
Proceeds from follow-on public offering | 24,925 | 0 |
Share issuance transaction costs | (3,106) | 0 |
Payments of contingent consideration | 0 | (4,314) |
Proceeds from capital contribution | 25,749 | 0 |
Net cash provided by financing activities | 23,551 | 6,606 |
Effect of exchange rates on cash | (204) | (889) |
Increase (decrease) in cash and cash equivalents | (792) | 3,066 |
Cash, cash equivalents and restricted cash at beginning of the year | 9,432 | 6,366 |
Cash, cash equivalents and restricted cash at end of the year | 8,640 | 9,432 |
Amount of restricted cash at end of period | $ 177 | $ 176 |
Organization and Basis of Conso
Organization and Basis of Consolidation and Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Consolidation and Presentation | Organization and Basis of Consolidation and Presentation Organization AgileThought, Inc. (the “Company” or “AgileThought”) is a global provider of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Company’s headquarters is in Irving, Texas. AgileThought’s Class A common stock is listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “AGIL.” On August 23, 2021 (the “Closing Date”), LIV Capital Acquisition Corp. (“LIVK”), a special purpose acquisition company, and AgileThought (“Legacy AgileThought”) consummated the transactions contemplated by the definitive agreement and plan of merger (“Merger Agreement”), dated May 9, 2021 (“Business Combination”). Pursuant to the terms, Legacy AgileThought merged with and into LIVK, whereupon the separate corporate existence of Legacy AgileThought ceased, with LIVK surviving such merger (the “Surviving Company”). On the Closing Date, the Surviving Company changed its name to AgileThought, Inc. (the “Company”, “AgileThought”, “we” or “us”). Basis of Consolidation and Presentation The accompany consolidated financial statements are prepared in accordance with the U.S generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC.”) The consolidated financial statements included in this Annual Report present the Company’s financial position, results of operations and cash flows for the periods of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The ownership interest of noncontrolling investors of the Company’s subsidiaries are recorded as noncontrolling interest. The Business Combination was accounted for as a reverse capitalization in accordance with U.S. GAAP (the “Recapitalization”). Under this method of accounting, LIVK is treated as the acquired company and Legacy AgileThought is treated as the accounting acquirer for financial reporting purposes, resulting in no change in the carrying amount of the Company's assets and liabilities. The consolidated assets, liabilities and results of operations prior to the Recapitalization are those of Legacy AgileThought. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the Consolidated Financial Statements. Further, certain estimates and assumptions include the direct and indirect impact of the COVID-19 pandemic on the Company’s business, financial condition and results of operations. We make significant estimates with respect to intangible assets, goodwill, depreciation, amortization, income taxes, equity-based compensation, contingencies, fair value of assets and liabilities acquired, obligations related to contingent consideration in connection with business combinations, fair value of embedded derivative liabilities, and fair value of warrant liability. The economic impact of the pandemic on the Company’s business depends on its severity and duration, which in turn depend on highly uncertain factors such as the nature and extent of containment efforts, the spread and effects of variants, and the timing and efficacy of vaccines. The high level of uncertainty regarding this economic impact means that management’s estimates and assumptions are subject to change as the situation develops and new information becomes available. To the extent the actual results differ materially from these estimates and assumptions, the Company’s future financial statements could be materially affected. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . Revenue is recognized when or as control of promised products or services are transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. In instances where revenue is recognized over time, the Company uses an appropriate input or output measurement method, typically based on the contract or labor volume. The Company applies judgment in determining the customer’s ability and intention to pay based on a variety of factors, including the customer’s historical payment experience. If there is uncertainty about the receipt of payment for the services, revenue recognition is deferred until the uncertainty is sufficiently resolved. Our payment terms are based on customary business practices and can vary by region and customer type, but are generally 30-90 days. Since the term between invoicing and expected payment is less than a year, we do not adjust the transaction price for the effects of a financing component. The Company may enter into arrangements that consist of any combination of our deliverables. To the extent a contract includes multiple promised deliverables, the Company determines whether promised deliverables are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a single performance obligation. For arrangements with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. The standalone selling price is the price at which we would sell a promised good or service on an individual basis to a customer. When not directly observable, the Company generally estimates standalone selling price by using the expected cost plus a margin approach. The Company reassesses these estimates on a periodic basis or when facts and circumstances change. Revenues related to software maintenance services are recognized over the period the services are provided using an output method that is consistent with the way in which value is delivered to the customer. Revenues related to cloud hosting solutions, which include a combination of services including hosting and support services, and do not convey a license to the customer, are recognized over the period as the services are provided. These arrangements represent a single performance obligation. For software license agreements that require significant customization of third-party software, the software license and related customization services are not distinct as the customization services may be complex in nature or significantly modify or customize the software license. Therefore, revenue is recognized as the services are performed in accordance with an output method which measures progress towards satisfaction of the performance obligation. Revenues related to our non-hosted third-party software license arrangements that do not require significant modification or customization of the underlying software are recognized when the software is delivered as control is transferred at a point in time. Revenues related to consulting services (time-and-materials), transaction-based or volume-based contracts are recognized over the period the services are provided using an input method such as labor hours incurred. The Company may enter into arrangements with third party suppliers to resell products or services, such as software licenses and hosting services. In such cases, the Company evaluates whether the Company is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). In doing so, the Company first evaluates whether it controls the good or service before it is transferred to the customer. In instances where the Company controls the good or service before it is transferred to the customer, the Company is the principal; otherwise, the Company is the agent. Determining whether we control the good or service before it is transferred to the customer may require judgment. Some of our service arrangements are subject to customer acceptance clauses. In these instances, the Company must determine whether the customer acceptance clause is substantive. This determination depends on whether the Company can independently confirm the product meets the contractually agreed-upon specifications or if the contract requires customer review and approval. When a customer acceptance is considered substantive, the Company does not recognize revenue until customer acceptance is obtained. Client contracts sometimes include incentive payments received for discrete benefits delivered to clients or service level agreements and volume rebates that could result in credits or refunds to the client. Such amounts are estimated at contract inception and are adjusted at the end of each reporting period as additional information becomes available only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. Segments Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s Chief Executive Officer, who has been identified as the CODM, reviews financial information at the consolidated group level in order to assess Company performance and allocate resources. As such, the Company has determined that it operates a single operating and reporting segment. Fair Value Measurements The Company records fair value of assets and liabilities in accordance with FASB ASC 820, Fair Value Measurement . ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. ASC 820 includes disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reporting in one of three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are as follows: Level 1: Quoted prices for identical instruments in active markets. Level 2: Other valuations that include quoted prices for similar instruments in active markets that are directly or indirectly observable. Level 3: Valuations made through techniques in which one or more of its significant data are not observable. See Note 4 , Fair Value Measurements , for further discussion. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include highly liquid investments with an original maturity of three months or less when purchased. The Company maintains cash and cash equivalents balances with major financial institutions. At times, these balances exceed federally insured limits. The Company periodically assesses the financial condition of these financial institutions where the funds are held and believes the credit risk is remote. In 2021 and 2020, the Company held restricted cash in connection with litigation. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced or to be invoiced amount, do not bear interest, and are due within one year or less. Amounts collected on trade accounts receivable are included in net cash flows from operating activities in the Consolidated Statements of Cash Flows. The Company maintains an allowance for doubtful accounts for estimated credit losses inherent in its accounts receivable portfolio consistent with the requirements of Accounting Standard Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments . In establishing the required reserve, management considers historical experience, the age of the accounts receivable balances and current payment patterns, and current economic conditions that may affect a client's ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its clients. Property and Equipment Property and equipment are measured at cost less accumulated depreciation or amortization. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. The Company depreciates property and equipment using the straight-line method over the following estimated economic useful lives of the assets: Useful life (years) Furniture and fixtures 5 - 10 Computer equipment 3 - 5 Computer software 3 Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. When these assets are sold or otherwise disposed of, the asset and related depreciation and amortization is relieved, and any gain or loss is included in the Consolidated Statements of Operations. The Company capitalizes certain development costs incurred in connection with its internal-use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, payroll and payroll-related expenses of employees, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are amortized on a straight-line basis over three years, the estimated useful life of the software. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We test for recoverability by comparing the sum of estimated future discounted cash flows to an asset’s carrying value. If we determine the carrying value is not recoverable, we calculate an impairment loss based on the excess of the asset’s carrying value over its fair value. The fair value is determined using a discounted cash flow approach. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations , by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and any non-controlling interest in the acquired business, measured at their acquisition date fair values. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is re-measured to fair value as of each reporting date until the contingency is resolved, and subsequent changes in fair value are recognized in earnings. Acquisition-related costs are expensed as incurred within Other operating expenses, net in the Consolidated Statement of Operations. Goodwill Goodwill represents the cost of acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased and is allocated to a reporting unit when the acquired business is integrated into the Company. Goodwill is not amortized but is tested for impairment annually on October 1st. The Company will also perform an assessment whenever events or changes in circumstances indicate that the carrying amount of a reporting unit may be more than its recoverable amount. Under FASB guidance, management may first assess certain qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. When needed, the Company performs a quantitative assessment of goodwill impairment if it determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the quantitative test, we compare the fair value of the reporting unit with the respective carrying value. Management uses a combined income and public company market approach to estimate the fair value of each reporting unit. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. This analysis requires significant assumptions, such as estimated future cash flows, long-term growth rate estimates, weighted average cost of capital, and market multiples. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Intangible Assets The Company has customer relationships (finite-lived intangible assets) and trade names (indefinite-lived intangible assets) on its Consolidated Balance Sheets. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed. We test for impairment when events or circumstances indicate the carrying value of a finite-lived intangible asset may not be recoverable. Consistent with other long-lived assets, if the carrying value is not determined to be recoverable, we calculate an impairment loss based on the excess of the asset’s carrying value over its fair value. The fair value is determined using the discounted cash flow approach of multi-period excess earnings. During the first quarter of 2021, the Company reassessed and changed the estimated economic life of a certain trade name from indefinite to finite-lived as a result of the shift in operations towards a global strategy as “One AgileThought.” As a result, the Company began amortizing a certain trade name using straight-line method over their average remaining economic life of five years. Indefinite-lived intangible assets are not amortized but are instead assessed for impairment annually and as needed whenever events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An impairment loss is recognized if the asset’s carrying value exceeds its fair value. The Company uses the relief from royalty method to determine the fair value of its indefinite-lived intangible assets. Refer to Note 7 , Goodwil l and Intangible Assets , for additional information. Leases The Company is a lessee in several non-cancellable leases, primarily for office space and computer equipment. The Company accounts for leases under ASC Topic 842, Leases . We determine if an arrangement is or contains a lease at inception. For operating leases, the lease liability is initially measured at the present value of future lease payments at the lease commencement date. Lease payments included in the measurement of the lease liability are comprised of the following: ◦ Fixed payments, including in-substance fixed payments, owed over the lease term; ◦ Variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; ◦ Amounts expected to be payable under a Company-provided residual value guarantee; and ◦ The exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Key estimates and judgments include how the Company determines (1) the discount rate it uses to calculate the present value of future lease payments and (2) lease term. These are described in more detail as follows: • ASC 842 requires a lessee to calculate its lease liability using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. This is the rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. • The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any periods covered by a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The right of use (“ROU”) asset is initially measured at the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently amortized over the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term in selling, general and administrative expenses in the Consolidated Statements of Operations. Variable lease payments are immaterial and our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company has elected to apply the short-term lease recognition and measurement exemption and not recognize ROU assets and lease liabilities for leases with a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. We have lease agreements with lease and non-lease components, for which we have elected the practical expedient to account for as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and operating lease liabilities. Refer to Note 8 , Leases , for additional information. Foreign Currency The Company’s Consolidated Financial Statements are reported in US dollars. The Company has determined that its international subsidiaries’ functional currency is the local currency in each country. The translation of the functional currencies of subsidiaries into US dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as foreign currency translation adjustments within accumulated other comprehensive income (loss) as a separate component of equity. Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of each subsidiary in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations. Income Taxes The Company accounts for income taxes using the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and all operating loss and tax credit carry forwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. Pursuant to FASB guidance related to accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position and also the past administrative practices and precedents of the taxing authority. Equity-based Compensation We recognize and measure compensation expense for all equity-based awards based on the grant date fair value. For performance share units ("PSUs"), we are required to estimate the probable outcome of the performance conditions in order to determine the equity-based compensation cost to be recorded over the vesting period. Vesting is tied to performance conditions that include the achievement of EBITDA-based metrics and/or the occurrence of a liquidity event. Prior to the Business Combination, the Company determined the fair value of shares by using an income approach, specifically a discounted cash flow method, and in consideration of a number of objective and subjective factors, including the Company’s actual operating and financial performance, expectations of future performance, market conditions and liquidation events, among other factors. Following the closing of the Business Combination, the grant date fair value is determined based on the fair market value of the Company’s shares on the grant date of such awards. Prior to the Business Combination, since the Company’s shares were not publicly traded and its shares were rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. Determining the fair value of equity-based awards requires estimates and assumptions, including estimates of the period the awards will be outstanding before they are exercised and future volatility in the price of our common shares. We periodically assess the reasonableness of our assumptions and update our estimates as required. If actual results differ significantly from our estimates, equity-based compensation expense and our results of operations could be materially affected. The Company’s accounting policy is to account for forfeitures of employee awards as they occur. Defined Contribution Plan The Company maintains a 401(k) savings plan covering all U.S. employees. Participating employees may contribute a portion of their salary into the savings plan, subject to certain limitations. The Company matches 100% of the first 4% of each employee's contributions and 50% of the next 1% of the employee's base compensation contributed, with a maximum contribution of $6,000 per employee. For the fiscal years ended December 31, 2021 and 2020, the Company's matching contributions totaled $1.3 million and $1.5 million, respectively, and were expensed as incurred. Earnings (Loss) Per Share Basic and diluted earnings (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Class A common shares have identical liquidation and distribution rights. The net earnings (loss) is allocated on a proportionate basis to Class A. Basic net earnings (loss) per share attributable to common stockholders is computed by dividing the net earnings (loss) by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period using the if-converted or treasury stock method, as applicable. For purpose of this calculation, the convertible notes, contingent consideration payable in shares, and outstanding stock awards are considered and included in the computation of diluted earnings (loss) per share, except for where the result would be anti-dilutive or the required conditions for issuance of common shares have not been met as of the balance sheet date. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred. Embedded Derivative Liabilities The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company has evaluated the terms and features of its redeemable convertible preferred stock issued in February 2021 and identified two embedded derivatives requiring bifurcation from the underlying host instrument pursuant to ASC 815-15, Embedded Derivatives. Embedded derivatives met the criteria for bifurcation due to the instruments containing conversion options and mandatory redemption features that are not clearly and closely related to the host instrument. Embedded derivatives are bifurcated from the underlying host instrument and accounted for as separate financial instruments. Embedded derivatives are recognized at fair value, with changes in fair value during the period are recognized in "Change in fair value of embedded derivative liabilities" in the Consolidated Statements of Operations. As of December 31, 2021 and in connection with the consummation of the Business Combination that occurred on August 23, 2021, the preferred stock was converted into common stock of the Company and the embedded derivative ceased to exist. Refer to Note 4 , Fair Value Measurements , for additional information. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded as liabilities. At the end of each reporting period, changes in fair value during the period are recognized in “Change in fair value of warrant liability” in the Company’s Consolidated Statements of Operations. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants. Our public warrants meet the criteria for equity classification and accordingly, are reported as a component of stockholders’ equity while our private warrants do not meet the criteria for equity classification and are thus classified as a liability. Accounting Pronouncements The authoritative bodies release standards and guidance, which are assessed by management for impact on the Company’s Consolidated Financial Statements. Accounting Standards Updates (“ASUs”) not listed below were assessed and determined to be not applicable to the Company’s Consolidated Financial Statements. The following standards were recently adopted by the Company: • In December 2019, the FASB issued ASU No. 2019-12, Income Taxes , to simplify the accounting for income taxes based on changes suggested by stakeholders as part of the FASB’s simplification initiative. This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. This ASU was adopted by the Company on January 1, 2021, resulting in no material impact to the Consolidated Financial Statements. • In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform . In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This may impact the Company’s borrowing costs in which LIBOR is used as a reference. The amendments in this update are effective immediately for all entities. This ASU was adopted by the Company on January 1, 2021, resulting in no material impact to the Consolidated Financial Statements. • In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options and Derivatives and Hedging-Contracts in Entity’s Own Equity . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. This guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. This ASU was adopted by the Company on January 1, 2021, resulting in no material impact to the Consolidated Financial Statements. • In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform, that refined the scope of ASU No. 2020-04 and clarified some of its provisions. The amendments permit entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by the discounting transition. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. This ASU was adopted by the Company during the second quarter |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination As discussed in Note 1, Organization and Basis of Consolidation and Presentation , the Company consummated the Business Combination on August 23, 2021, pursuant to the Merger Agreement dated May 9, 2021. In connection with the Business Combination, the following occurred: • On August 20, 2021, LIVK changed jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation formed under the laws of the State of Delaware. As a result, each of LIVK’s issued and outstanding Class A ordinary shares and Class B ordinary shares automatically converted by operation of law, on a one-for-one basis, into shares of Class A common stock. Similarly, all of LIVK’s outstanding warrants became warrants to acquire shares of Class A common Stock. • LIVK entered into subscription agreements with certain investors pursuant to which such investors collectively subscribed for 2,760,000 shares of the Company's Class A common stock at $10.00 per share for aggregate proceeds of $27,600,000 (the “PIPE Financing”). • Holders of 7,479,065 of LIVK’s Class A ordinary shares originally sold in LIVK's initial public offering, or 93% of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $10.07 per share, for an aggregate redemption amount of $75.3 million. • The Business Combination was effected through the merger of Legacy AgileThought with and into LIVK, whereupon the separate corporate existence of Legacy AgileThought ceased and LIVK was the surviving corporation. • On the Closing Date, the Company changed its name from LIV Capital Acquisition Corp. to AgileThought, Inc. • An aggregate of 34,557,480 shares of Class A common stock were issued to holders of Legacy AT common stock and 2,000,000 shares of Class A common stock were issued to holders of Legacy AT preferred stock as merger consideration. • After adjusting its embedded derivative liabilities to fair value, upon conversion of the preferred stock, the Company's embedded derivative liabilities were extinguished during the third quarter of 2021. Refer to Note 4 , Fair Value Measurements for additional information. • The Company's private placement warrants meet the criteria for liability classification. During 2021, the Company recognized a gain of $4.7 million on private placement warrants to reflect the change in fair value. For additional information on our warrants, refer to Note 1 5 , Warrants , and Note 4, Fair Value Measurements . The following table reconciles the elements of the Business Combination to the additional paid-in capital in the Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2021: (in thousands USD) Business Combination Cash - LIVK trust and cash, net of redemptions $ 5,749 Cash - PIPE Financing 27,600 Less: Transaction costs (13,033) Net proceeds from the Business Combination 20,316 Less: Initial fair value of warrant liabilities recognized in the Business Combination (15,123) Equity classification of Public Warrants 8,292 Surrender of related party receivables (1,359) Debt conversion 38,120 Conversion of mezzanine equity 1 15,594 Net adjustment to total equity from the Business Combination $ 65,840 1 Relates to the transfer from mezzanine equity to permanent equity of the preferred contribution received from LIV Capital on February 02, 2021, which was considered part of the PIPE financing and upon the transaction close, was reclassified to permanent equity of the Company. The number of shares of Class A common stock issued immediately following the consummation of the Business Combination: Number of Shares Class A ordinary shares of LIVK outstanding prior to the Business Combination 8,050,000 Less: redemption of LIVK's Class A ordinary shares (7,479,065) Shares of LIVK's Class A ordinary shares 570,935 Shares held by LIVK's sponsor and its affiliates 2,082,500 Shares issued in the PIPE Financing 2,760,000 Shares issued to convert Legacy AgileThought's preferred stock to Class A common stock 2,000,000 Shares issued to Legacy AgileThought's common stock holders 34,557,480 Total shares of Class A common stock immediately after the Business Combination 41,970,915 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amount of assets and liabilities including cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of December 31, 2021, and December 31, 2020, due to the relative short maturity of these instruments. Long-term Debt Our debt is not actively traded and the fair value estimate is based on discounted estimated future cash flows or a fair value in-exchange assumption, which are significant unobservable inputs in the fair value hierarchy. Our convertible notes payable included the probability of a liquidity event. As such, these estimates are classified as Level 3 in the fair value hierarchy. During the third quarter of 2021, the Company's convertible notes payable were converted into shares of the Company Class A common stock. Refer to Note 3, Business Combination and Note 9 , Long-term Debt , for additional information. The following table summarizes our debt instruments where fair value differs from carrying value: Fair Value December 31, 2021 December 31, 2020 (in thousands USD) Hierarchy Level Carry Amount Fair Value Carry Amount Fair Value Bank credit agreement Level 3 $ 31,882 $ 31,897 $ 93,388 $ 92,363 New Second Lien Facility Level 3 16,120 16,214 — — Convertible notes payable Level 3 — — 32,930 43,303 The above table excludes our revolving credit facility, subordinated promissory note payable and subordinated zero-coupon loan as these balances approximate fair value due to the short-term nature of our borrowings. The above table also excludes our Paycheck Protection Program loans (“PPP loans”) as the carrying value of the Company’s PPP loans approximates fair value based on the current yield for debt instruments with similar terms. Refer to Note 9 , Long-term Debt , for additional information. Embedded Derivative Liabilities In connection with the issuance of redeemable convertible preferred stock, the Company bifurcated embedded derivatives associated with redemption and conversion features. Embedded derivative liabilities are carried at fair value and classified as Level 3 in the fair value hierarchy. The Company determined the fair values of the bifurcated embedded derivatives by using a scenario-based analysis that estimated the fair value of each embedded derivative based on a probability-weighted present value of all possible outcomes related to the features. The significant unobservable inputs used in the fair value of the Company’s embedded derivative liabilities include the probabilities of the Company’s change in control or qualified financing events, the period in which the outcomes are expected to be achieved and the discount rate. As a result of the Business Combination, the Company settled its embedded derivative liabilities and wrote off the remaining fair value during the third quarter of 2021. (in thousands USD) Redemption & Opening balance, January 1, 2021 $ — Recognition of embedded derivative liabilities 4,406 Change in fair value (4,406) Ending balance, December 31, 2021 — Contingent Purchase Price The Company carries its obligations for contingent purchase price at fair value. The Company recorded the acquisition-date fair value of these contingent liabilities based on the likelihood of contingent earn-out payments and stock issuances based on the underlying agreement terms. The earn-out payments and value of stock issuances are subsequently remeasured to fair value each reporting date using an income approach that is determined based on the present value of future cash flows using internal models. This estimate is classified as Level 3 in the fair value hierarchy. The significant unobservable inputs used in the fair value of the Company’s obligation for contingent purchase price are the discount rate, growth assumptions, and earnings thresholds. As of December 31, 2021, the fair value of the contingent liability used a discount rate of 13.5%. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the other inputs. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For the year ended 2021, no additional earn-out payments were deemed eligible based performance thresholds. The following table provides a roll-forward of the obligations for contingent purchase price: (in thousands USD) 2021 2020 Opening balance, January 1 $ 10,304 $ 22,621 Cash payments — (4,314) Contingent consideration derecognized in connection with divesture of a business — (1,413) Change in fair value (2,200) (6,600) Accrued interest on the contingent consideration 736 360 Effect of exchange rate fluctuations (49) (350) Ending balance, December 31 8,791 10,304 Less: Current portion 8,791 8,104 Obligation for contingent purchase price, net of current portion $ — $ 2,200 Warrant Liability As of December 31, 2021, the Company has private placement warrants, which are liability classified, as discussed in Note 15, Warrants . The Company's private placement warrants are classified as Level 3 of the fair value hierarchy due to use of significant inputs that are unobservable in the market. Private placement warrants are fair valued using the Black-Scholes model, which required a risk-free rate assumption based upon constant-maturity treasury yields. Other significant inputs and assumptions in the model are the stock price, exercise price, volatility, and term or maturity. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. The following table presents the changes in the fair value of private warrant liability at December 31, 2021: (in thousands USD) 2021 Beginning balance, January 1 $ — Assumed in business combination 6,831 Change in fair value (4,694) Ending balance, December 31, 2021 $ 2,137 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details The following table provides detail of selected balance sheet items: December 31, (in thousands USD) 2021 2020 Cash and cash equivalents $ 8,463 $ 9,256 Restricted cash 177 176 Total cash, cash equivalents and restricted cash $ 8,640 $ 9,432 December 31, (in thousands USD) 2021 2020 Accounts receivables $ 19,173 $ 13,974 Unbilled accounts receivables 11,716 7,578 Related party receivables - shareholders & key personnel — 1,305 Other receivables 686 1,210 Allowance for doubtful accounts (188) (267) Total accounts receivable, net $ 31,387 $ 23,800 December 31, (in thousands USD) 2021 2020 Income tax receivables $ 2,369 $ 1,119 Prepaid expenses and other current assets 5,121 2,821 Total prepaid expenses and other current assets $ 7,490 $ 3,940 December 31, (in thousands USD) 2021 2020 Accrued wages, vacation & other employee related items $ 2,387 $ 5,871 Accrued interest 381 2,223 Accrued incentive compensation 654 795 Receipts not vouchered 5,872 1,791 Accrued liabilities - Related Party 17 — Other accrued liabilities 467 4,400 Total accrued liabilities $ 9,778 $ 15,080 The following table is a rollforward of the allowance for doubtful accounts: (in thousands USD) 2021 2020 Beginning balance, January 1 $ 267 $ 388 Charges to expense 1,307 11 Write-offs and recoveries (1,382) (126) Foreign currency translation (4) (6) Ending balance, December 31 $ 188 $ 267 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of the following: December 31, (in thousands USD) 2021 2020 Computer equipment $ 4,210 $ 3,727 Leasehold improvements 2,179 2,333 Furniture and equipment 1,691 1,631 Computer software 2,240 1,475 Transportation equipment 55 107 10,375 9,273 Less: accumulated depreciation (7,268) (5,845) Property and equipment, net $ 3,107 $ 3,428 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The Company performs an assessment each year to test goodwill for impairment, or more frequently in certain circumstances where impairment indicators arise. In the second quarter of 2020, the Company determined a triggering event had occurred requiring an interim impairment assessment resulting from the disposition of a business within the Commerce reporting unit. As a result, the Company recognized a $4.9 million non-cash impairment charge related to goodwill allocated to its Commerce reporting unit which is included within Impairment charges in the Consolidated Statement of Operations for the year ended December 31, 2020. In the third quarter of 2020, we made organizational changes to adopt a customer-centric model and align operations around the two primary regions in which we operate (Latin America and the United States), resulting in a change in our reporting unit structure from five to two reporting units. Accordingly, we first assessed our goodwill for impairment under our previous five reporting unit structure as of September 30, 2020. Upon completion of this assessment, the Company determined that impairments existed in our Analytics and Cloud reporting units, resulting from negative impacts of the COVID-19 pandemic. Accordingly, we recognized a $6.7 million non-cash impairment charge as of September 30, 2020, which is included within Impairment charges in the Consolidated Statement of Operations for the year ended December 31, 2020. Subsequent to this review and after allocating goodwill to the two reporting units based on relative fair value, the Company reassess goodwill for impairment under the new regional reporting unit structure as of October 1st, our new annual testing date. The Company historically tested goodwill for impairment as of December 31st each year; however, in 2020, we elected to change the date of our annual goodwill impairment test to October 1st. We believe this new testing date allows the Company to better align the annual goodwill impairment testing procedures with the Company’s year-end financial reporting, as well as its annual budgeting and forecasting process. This change does not delay, accelerate or avoid an impairment charge. Based upon the October 1st assessment, no impairment existed for the new Latin America (“LATAM”) and United States (“USA”) reporting units. The following table presents goodwill by reporting unit and changes in goodwill through September 30, 2020: (in thousands USD) Analytics Commerce Cloud Agile Nearshore Transformation Total December 31, 2019 15,566 6,878 5,965 30,694 27,881 86,984 Disposals — (69) — — — (69) Impairments (5,652) (4,915) (1,027) — — (11,594) Foreign currency translation (2,431) (1,243) (932) — (3,716) (8,322) September 30, 2020 $ 7,483 $ 651 $ 4,006 $ 30,694 $ 24,165 $ 66,999 As discussed above, we revised our reporting unit structure on October 1, 2020. The following table presents changes in the goodwill balances for the fourth quarter of 2020: (in thousands USD) LATAM USA Total October 1, 2020 $ 36,305 $ 30,694 $ 66,999 Foreign currency translation 4,165 — 4,165 December 31, 2020 $ 40,470 $ 30,694 $ 71,164 During 2021, the Company reassessed goodwill for impairment as of October 1st, 2021 and identified no impairment charges to be recognized. The following table presents changes in the goodwill balances during 2021. (in thousands USD) LATAM USA Total December 31, 2020 $ 40,470 $ 30,694 $ 71,164 Foreign currency translation (819) — (819) December 31, 2021 $ 39,651 $ 30,694 $ 70,345 The Company’s indefinite-lived intangible assets relate to trade names acquired in connection with business combinations. The indefinite-lived trade names balance was $16.3 million and $17.6 million as of December 31, 2021 and 2020, respectively. We recognized impairment expense of $1.6 million during 2020, which is recorded within Impairment charges in the Consolidated Statements of Operations. No impairment expense was recognized in 2021. Changes in our finite-lived intangible assets is as follows: As of December 31, 2021 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ (973) $ (23,669) 65,273 11.8 Tradename 1,234 (31) (243) 960 3.9 Total $ 91,149 $ (1,004) $ (23,912) $ 66,233 11.7 As of December 31, 2020 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ 4,040 $ (22,444) 71,511 12.8 In 2021, the Company changed the estimated life of a certain trade name from indefinite to finite-lived and began amortizing it over the average remaining economic life of five years (See Note 2, Summary of Significant Accounting Policies ). The Company recorded $5.8 million and $5.5 million in finite-lived intangible asset amortization expense for the years ended December 31, 2021 and 2020. No impairment charges were recognized related to finite-lived intangible assets for the year ended December 31, 2021. The impairment of goodwill in the Commerce reporting unit as of June 30, 2020, signaled us to test its long-lived asset group in accordance with ASC 360. Upon completion of this testing, the Company determined that the customer relationship within the Commerce reporting unit was fully impaired, resulting from the disposition of a business within the Commerce reporting unit, the termination of the relationships with established customers in this reporting unit and the negative impacts of COVID-19 on this reporting unit. Accordingly, we recognized a $3.5 million non-cash impairment charge as of June 30, 2020, which is included within Impairment charges in the Consolidated Statement of Operations for the year ended December 31, 2020. The estimated amortization schedule for the Company’s intangible assets for future periods is as follows: (in thousands USD) Year ending December 31, 2022 $ 5,794 2023 5,794 2024 5,794 2025 5,794 2026 5,554 Thereafter 37,503 Total $ 66,233 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company enters into operating leases for office space, IT equipment, and furniture and equipment used in operations. As of December 31, 2021, these leases have remaining terms of up to 5 years, some of which may contain options to extend or terminate the lease before the expiration date. As of December 31, 2021 the Company did not have any finance lease arrangements. Total lease expense, net was $3.8 million and $3.2 million for the years ended December 31, 2021 and 2020, respectively, and include short-term and variable lease costs. Supplemental information related to our operating leases is as follows for the year ended: December 31, 2021 2020 Weighted average remaining lease term, in years: 2.91 3.39 Weighted average discount rate: 8.4 % 8.5 % Cash flows from operating activities, (in thousands USD) Cash paid for operating leases included in the measurement of lease liabilities $ 3,711 $ 3,699 Future expected maturities of lease obligations as of December 31, 2021 are as follows: (in thousands USD) Lease Payments 2022 $ 3,234 2023 1,844 2024 1,197 2025 763 2026 289 Thereafter — Total undiscounted lease payments 7,327 Less: imputed interest 734 Present value of operating lease liability $ 6,593 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt at December 31, 2021 and 2020 consists of the following: December 31, (in thousands USD) 2021 2020 Borrowings under bank revolving credit agreement, principal due Nov. 10, 2023 $ 5,000 $ 5,000 Borrowings under bank credit agreement, principal due Nov. 10, 2023 31,882 93,388 Unamortized debt issuance costs (a) (6,915) (2,978) Borrowing under bank credit agreements, net of unamortized debt issuance costs 29,967 95,410 Borrowings under convertible note payable to related party, 13.73% interest capitalized every six months, principal due July 18, 2024 — 16,465 Borrowings under convertible note payable to related party, 13.73% interest capitalized every six months, principal due July 18, 2024 — 16,465 Unamortized debt issuance costs (a) — (126) Convertible notes payable, net of unamortized debt issuance costs — 32,804 Paycheck Protection Program loans, 1% interest, due May 1, 2022 7,673 9,129 Subordinated promissory note payable with a related party, 20% effective December 21, 2021, principal due May 12, 2022 673 — Subordinated debt, guaranteed by a related party, principal due July 26, 2022 3,700 — Unamortized debt issuance costs(a) (76) — Subordinated debt, guaranteed by a related party, net of unamortized debt issuance costs 3,624 — Borrowings under convertible note payable with a related party, 11% interest capitalized every three months, principal due March 15, 2023 6,372 — Borrowings under convertible note payable with a related party, 17.41% interest capitalized every three months, principal due March 15, 2023 9,748 — Unamortized debt issuance costs(a) (945) — New Second Lien Facility, net of unamortized debt issuance costs 15,175 — Total debt 57,112 137,343 Less: current portion of debt 14,838 11,380 Long-term debt, net of unamortized debt issuance costs and current portion $ 42,274 $ 125,963 _________________ (a) Debt issuance costs are presented as a reduction of the Company’s long-term debt in the Consolidated Balance Sheets. $3.5 million and $0.9 million of debt issuance cost amortization was charged to interest expense for the years ended December 31, 2021 and 2020, respectively. Credit Agreements In 2018, the Company entered into a revolving credit agreement with Monroe Capital Management Advisors LLC that permits the Company to borrow up to $1.5 million through November 10, 2023. In 2019, the agreement was amended to increase the borrowing limit to $5.0 million. Interest is paid monthly and calculated as LIBOR plus a margin of 8.0% to 9.0%, based on the Total Leverage Ratio as calculated in the most recent Compliance Certificate. An additional 2.0% interest may be incurred during periods of loan covenant default. At December 31, 2021, the interest rate was 10.0%. The Company must pay an annual commitment fee of 0.5% on the unused portion of the commitment. At December 31, 2021 and 2020, the Company had no availability under this facility. In 2018, the Company entered into a term loan credit agreement with Monroe Capital Management Advisors LLC ("First Lien Facility") that permits the Company to borrow up to $75.0 million through November 10, 2023. In 2019, the agreement was amended to increase the borrowing amount to $98.0 million. Interest is paid monthly and calculated as LIBOR plus a margin of 8.0% to 9.0%, based on the Total Leverage Ratio as calculated in the most recent Compliance Certificate. An additional 2.0% interest may be incurred during periods of loan covenant default. At December 31, 2021, the interest rate was 10.0%. Principal payments of $0.6 million are due quarterly until maturity, at which time the remaining outstanding balance is due. Based on amendments dated February 2, 2021, the Company shall pay, in place of the first two regular quarterly principal installments of 2021, from February 2021 through and including July 2021, monthly principal installments of $1.0 million on the last business day of each of these six calendar months. On March 22, 2021, the Company used $20.0 million from proceeds of issuance of preferred stock to partially pay the First Lien Facility. Refer to Note 1 6 , Stockholders’ Equity , for additional information on issuance of preferred stock. On June 24, 2021, an amendment was signed to modify the debt covenants for the periods June 30, 2021 and thereafter. In addition to the covenant modifications, the amendment also established the deferral of the monthly $1.0 million principal payments previously due in April and May, along with the $1.0 million payments due in June and July to September 30, 2021. As a result, the regular quarterly principal installments resumed, and the First Lien lenders charged a $4.0 million fee paid upon the end of the term loan in exchange for the amended terms. The amendment resulted in a debt modification, thus the fees payable to the First Lien lenders were capitalized and are amortized over the remaining life of the First Lien Facility. The fees have been netted against the debt as of December 31, 2021. On September 30, 2021, the Company entered into an amendment to extend the due date of the $4.0 million in principal payments previously due for April, May, June and July, from September 30, 2021 to October 15, 2021. On October 14, 2021, the Company entered into an amendment to extend the due date from October 15, 2021 to October 29, 2021. On October 29, 2021, the Company entered into an amendment to further extend the due date from October 29, 2021 to November 19, 2021. On November 15, 2021, the Company entered into an amendment to reset the First Lien Facility’s Total Leverage Ratio and Fixed Charge Coverage Ratio covenants for the quarterly periods of September 30, 2021 to December 31, 2022. On November 29, 2021, the Company made a $20.0 million principal prepayment, which included the $4.0 million principal payment that was originally due September 30, 2021. The Company made this payment with proceeds from the New Second Lien Facility. Furthermore, on December 29, 2021, the Company issued 4,439,333 shares of Class A Common Stock to the administrative agent for the First Lien Facility (the “First Lien Shares”), which subject to certain terms and regulatory restrictions, may sell the First Lien Shares upon the earlier of August 29, 2022 and an event of default and apply the proceeds to the outstanding balance of the loan. Subject to regulatory restrictions, the Company may issue additional First Lien Shares from time to time to reduce the amount of debt for purposes of the Total Leverage Ratio to the extent necessary to comply with such financial ratio. In addition, the Company agreed to issue warrants to the administrative agent to purchase $7 million worth of the Company’s Class A Common Stock for nominal consideration. The warrants will be issued on the date that all amounts under the First Lien Facility have been paid in full. In addition, the Company may be required to pay Monroe cash to the extent that we cannot issue some or all of the warrants due to regulatory restrictions. The First Lien lenders charged an additional $2.9 million fee paid upon the end of the term loan in exchange for the amended terms. As of December 31, 2021, total fees payable at the end of the term loan, including fees recognized from prior amendments, totaled $6.9 million. On November 22, 2021, the Company entered into an amendment that requires sixty percent (60%) of proceeds from future equity issuances be used to repay the outstanding balance on the First Lien Facility. On December 27, 2021, the Company closed a follow on stock offering resulting in $21.8 million of net proceeds, of which $13.7 million was used as payment of the outstanding principal and interest balances for the First Lien Facility. On March 30, 2022, the Company entered into an amendment with the First Lien and Second Lien Facility Lenders to waive the Fixed Charge Coverage Ratio for March 31, 2022. In addition, the Total Leverage Ratio covenant for the quarterly period of March 31, 2022 was reset. As consideration for entering into this amendment, the Company agrees to pay the First Lien Facility’s administrative agent a fee equal to $500,000. The fee shall be fully earned as of March 30, 2022 and shall be due and payable upon the end of the term loan. However, the fee shall be waived in its entirety if final payment in full occurs prior to or on May 30, 2022. Second Lien Facility On July 18, 2019, the Company entered into separate credit agreements with Nexxus Capital and Credit Suisse (“the Creditors”) that permits the Company to borrow $12.5 million from each bearing 13.73% interest. On January 31, 2020, the agreements were amended to increase the borrowing amount by $2.05 million under each agreement. Interest is capitalized every six months and is payable when the note is due. Immediately prior to the Business Combination, the Creditors exercised their option to convert their combined $38.1 million of debt outstanding (including interest) into 115,923 shares of the Company's Class A ordinary shares, which were converted into the Company's Class A common stock as a result of the Business Combination. As a result, the Company amortized the remaining $0.1 million of unamortized debt issuance costs and recognized incremental interest expense in the Consolidated Statements of Operations. New Second Lien Facility On November 22, 2021, the Company entered into a new Second Lien Facility (the “New Second Lien Facility”) with Nexxus Capital and Credit Suisse (both of which are existing AgileThought shareholders and have representation on AgileThought’s Board of Directors), Manuel Senderos, Chief Executive Officer and Chairman of the Board of Directors, and Kevin Johnston, Chief Operating Officer. The New Second Lien Facility provides for a term loan facility in an initial aggregate principal amount of approximately $20.7 million, accruing interest at a rate per annum from 11.00% for the US denominated loan and 17.41% for the Mexican Peso denominated Loan. The New Second Lien Facility has an original maturity date of March 15, 2023. If the Credit Facility remains outstanding on December 15, 2022, the maturity date of the New Second Lien Facility will be extended to May 10, 2024. The Company recognized $0.9 million in debt issuance costs with the issuance. Each lender under the New Second Lien Facility has the option to convert all or any portion of its outstanding loans into AgileThought Class A Common Stock on or after December 15, 2022 or earlier, upon our request, at a conversion price equal to the closing price of one share of our Class A Common Stock on the trading day immediately prior to the conversion date. The amounts outstanding under the New Second Lien Facility will only convert into up to 2,098,545 shares of our Class A Common Stock and will only convert at a price per share equal to the then-current market value. On December 27, 2021, Manuel Senderos and Kevin Johnston exercised the conversion options for their respective loan amounts of $4.5 million and $0.2 million, respectively. See N ote 1 6, S tock holders ’ Equity , for additional information. Paycheck Protection Program Loans On April 30, 2020 and May 1, 2020, the Company received Paycheck Protection Program loans (“PPP loans”) through four of its subsidiaries for a total amount of $9.3 million. The PPP loans bear a fixed interest rate of 1% over a two-year term, are guaranteed by the United States federal government, and do not require collateral. The loans may be forgiven, in part or whole, if the proceeds are used to retain and pay employees and for other qualifying expenditures. The $9.3 million in PPP loans are eligible for forgiveness, and the Company expects a significant amount to be forgiven which would result in a gain to the Consolidated Statement of Operations. The Company submitted its forgiveness applications to the Small Business Administration (“SBA”) between November 2020 and January 2021. The monthly repayment terms will be established in the notification letters with the amount of loan forgiveness. On December 25, 2020, $0.1 million of a $0.2 million PPP loan was forgiven. On March 9, 2021, $0.1 million of a $0.3 million PPP loan was forgiven. On June 13, 2021, $1.2 million of a $1.2 million PPP loan was forgiven. On January 19, 2022, $7.3 million of a $7.6 million PPP loan was forgiven resulting in a remaining PPP Loan balance of $0.3 million of which $0.1 million is due within the next year. The remaining payments will be made quarterly until May 2, 2025. All loan forgiveness was recognized in Other income (expense), net of the Consolidated Statements of Operations. Subordinated Promissory Note On June 24, 2021, the Company entered into a credit agreement with AGS Group LLC (“AGS Group”) for a principal amount of $0.7 million. The principal amount outstanding under this agreement matures on December 20, 2021 (“Original Maturity Date”) and was extended until May 19, 2022 (“Extended Maturity Date”). Interest is due and payable in arrears on the Original Maturity Date at a 14.0% per annum until and including December 20, 2021 and at 20.0% per annum from the Original Maturity Date to the Extended Maturity Date calculated on the actual number of days elapsed. Exitus Capital Subordinated Debt On July 26, 2021, the Company agreed with existing lenders and Exitus Capital (“Subordinated Creditor”) to enter into a zero-coupon subordinated loan agreement with Exitus Capital in an aggregate principal amount equal to $3.7 million (“Subordinated Debt”). No periodic interest payments are made and the loan is due on January 26, 2022, with an option to extend up to two additional six month terms. Net loan proceeds totaled $3.2 million, net of $0.5 million in debt discount. Payment of any and all of the Subordinated Debt shall be subordinate of all existing senior debt. In the event of any liquidation, dissolution, or bankruptcy proceedings, all senior debt shall first be paid in full before any distribution shall be made to the Subordinated Creditor. The loan is subject to a 36% annual interest moratorium if full payment is not made upon the maturity date. On January 25, 2022, the Company exercised the option to extend the loan an additional six months to July 26, 2022. The Company recognized an additional $0.5 million debt issuance costs related to the loan extension. Financial Covenants The First Lien Facility and the New Second Lien Facility establish the following financial covenants for the consolidated group: Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio applies to the consolidated group. For each Computation Period, it is the ratio of (a) EBITDA (as defined in the credit agreement) minus permitted tax distributions (or other provisions for taxes based on income) made during the Computation Period, minus all unfinanced capital expenditures made thereby in such Computation Period to (b) fixed charges (as defined in the credit agreement). Capital Expenditures. Requires the Company’s aggregate capital expenditures in any fiscal year to not exceed the capital expenditures limit for that fiscal year. Total Leverage Ratio. The Total Leverage Ratio applies to the consolidated group and is determined in accordance with US GAAP. It is calculated as of the last day of any Computation Period as the ratio of (a) total debt (as defined in credit agreement) to (b) EBITDA for the Computation Period ending on such day. The Company was compliant with all debt covenants as of December 31, 2021. The capital expenditure annual limit under the First Lien Facility and New Second Lien Facility in place as of December 31, 2021 is as follows: Computation Period Ending Capital Expenditure Annual Limit December 31, 2021 and the Computation Periods ending March 31, June 30, and September 30, 2022 $2.10 million December 31, 2022 and each Computation Period ending thereafter $2.20 million On March 30, 2022, the Company amended the Fixed Charge Coverage Ratio and the Total Leverage Ratio of the First Lien Facility to the following: Computation Period Ending Fixed Charge Coverage Ratio to exceed Total Leverage Ratio not to exceed March 31, 2022 Not Tested 7.15:1.00 June 30, 2022 and September 30, 2022 0.20:1.00 4.00:1.00 December 31, 2022 and each Computation Period ending thereafter 1.00:1.00 4.00:1.00 On March 30, 2022, the Company amended the Fixed Charge Coverage Ratio and the Total Leverage Ratio of the New Second Lien Facility to the following: Computation Period Ending Fixed Charge Coverage Ratio to exceed Total Leverage Ratio not to exceed March 31, 2022 Not Tested 19.15:1.00 June 30, 2022 and September 30, 2022 0.20:1.00 10.00:1.00 December 31, 2022 and each Computation Period ending thereafter 1.00:1.00 10.00:1.00 The annual maturities of our long-term debt for the next five years and beyond are as follows: Year, (in thousands USD) Amount 2022 $ 14,287 2023 50,626 2024 95 2025 40 Thereafter — Total debt 65,048 Less: unamortized debt issuance cost (7,936) Total debt, net of unamortized debt issuance costs $ 57,112 |
Other Income (Expense)
Other Income (Expense) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | Other Income (Expense) Items included in other income (expense) in the Consolidated Statements of Operations are as follows: Year ended December 31, (in thousands USD) 2021 2020 Foreign exchange (loss) gain, net $ (1,936) $ 3,597 Forgiveness of PPP loan 1,306 142 Gain on disposition of a business — 1,110 Interest income 70 112 Other non-operating expense (524) (436) Total other income (expense) $ (1,084) $ 4,525 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income tax for the years 2021 and 2020 is allocated as follows: Year ended December 31, (in thousands USD) 2021 2020 USA $ (15,021) $ (2,608) Mexico (5,111) (22,082) Other Countries 544 699 Total $ (19,588) $ (23,991) Income tax expense for the years 2021 and 2020 is allocated as follows: Year ended December 31, (in thousands USD) 2021 2020 Current income tax $ 702 $ 943 Deferred income tax (242) 1,398 Total income tax expense $ 460 $ 2,341 The reconciliation between our effective income tax rate and the statutory tax rates were as follows: December 31, (in thousands USD) 2021 2020 (Loss) before income tax expense $ (19,588) $ (23,991) Statutory tax rates 21% 21% Computed expected income tax benefit (4,113) (5,038) Increase (decrease) in income taxes resulting from: Change in deferred tax asset valuation allowance 5,509 4,751 Permanent amortization — 3,498 Non-deductible expenses 1,001 1,724 Foreign tax rate differential (376) (2,320) State and local income taxes, net of federal income tax benefit 84 (51) Taxable inflation adjustment (597) 23 Non deductible interest 172 210 Provision to return — 483 Effect of change in state rate (4) (167) CARES Act — (337) Non-taxable income (1,229) — Other, net 13 (435) Reported income tax expense $ 460 $ 2,341 Effective tax rate 2.3% (9.8)% The Company has the following tax rates in relevant jurisdictions: Tax rates 2021 2020 United States 21% 21% Mexico 30% 30% Brazil 34% 34% Argentina 30% 30% The components of the Company’s deferred tax balances are as follows: December 31, (in thousands USD) 2021 2020 Deferred tax assets: Tax loss carryforward $ 13,425 $ 6,353 Provision for doubtful accounts 45 67 Fixed assets 218 250 Accrued liabilities and other expenses 2,434 3,444 Deferred revenues 376 445 Business interest limitation 4,805 2,225 Operating lease liability 1,735 2,178 Equity-based compensation — 648 Intangible assets 138 177 Other 1,023 369 Gross deferred tax assets: 24,199 16,156 Less: Valuation allowance (15,612) (10,010) Total deferred tax assets 8,587 6,146 Deferred tax liabilities: Intangible assets 6,838 5,123 Operating lease ROU assets 1,695 2,130 Property and Equipment 153 515 Obligation for contingent purchase price 2,128 777 Other 535 674 Total deferred tax liabilities 11,349 9,219 Net deferred tax liabilities $ (2,762) $ (3,073) The change in the total valuation allowance for deferred tax assets is as follows: December 31, (in thousands USD) 2021 2020 Opening balance January 1, $ 10,010 $ 5,124 Utilization during the year — (99) Increases during the year 5,602 4,985 Closing balance December 31, $ 15,612 $ 10,010 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities and projected taxable income in making this assessment. In order to fully realize a deferred tax asset, the Company must generate future taxable income prior to the expiration of the deferred tax asset under applicable law. Based on the level of historical taxable income and projections for future taxable income over the periods during which the Company’s deferred tax assets are deductible, management believes that it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances as of December 31, 2021. The amount of the Company’s deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. As of December 31, 2021, the Company is in a full valuation allowance for its deferred tax assets for which the Company does not have enough evidence to support its realization. The total amount of valuation allowance as of December 31, 2021 is $15.6 million, primarily related to a full valuation allowance on the Company's tax loss carryforwards in Mexico and a valuation allowance against the net deferred tax assets not expected to be utilized by the reversing of deferred income tax liabilities in the U.S. As of December 31, 2021, the Company has federal, state, and foreign net operating loss carryforwards of approximately $24.9 million, $10.3 million, and $25.4 million, respectively, that expire at various dates through 2041 unless indefinite in nature. The Company has not accrued any income, distribution or withholding taxes that would arise if the undistributed earnings of the Company’s foreign subsidiaries, which cannot be repatriated in a tax-free manner, were repatriated. The Company accounts for tax contingencies by assessing all material positions, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Those positions that have only timing consequences are separately analyzed based on the recognition and measurement model. As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company is subject to income taxes in the U.S. federal jurisdiction, Mexico, and various state and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Under the tax statute of limitations applicable to the Internal Revenue Code, the Company is no longer subject to U.S. federal income tax examinations for years before 2018. Under the statute of limitations applicable to most state income tax laws, the Company is no longer subject to state income tax examinations by tax authorities for years before 2017 in states which the Company has filed income tax returns. Certain states may take the position that the Company is subject to income tax in such states even though the Company has not filed income tax returns in such states, depending on the varying state income tax statutes and administrative practices, the statute of limitations in such states may extend to years before 2017. Under the statute of limitations applicable to our foreign operations, we are generally no longer subject to tax examination for years before 2016 in jurisdictions where we have filed income tax returns. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest accrued as interest expense and penalties as other (expense) income. As of December 31, 2021 and 2020, the Company did not have any amounts accrued for interest and penalties or recorded for uncertain tax positions. |
Net Revenues
Net Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Net Revenues | Net Revenues Disaggregated revenues by contract type and the timing of revenue recognition are as follows: Timing of Revenue Recognition Year ended December 31, (in thousands USD) 2021 2020 Time and materials over time $ 130,603 $ 144,658 Fixed price over time 28,065 19,329 Total $ 158,668 $ 163,987 Liabilities by contract related to contracts with customers Details of our liabilities related to contracts with customers and related timing of revenue recognition are as follows: December 31, (in thousands USD) 2021 2020 Deferred revenues $ 1,789 $ 2,143 Revenue recognized, that was deferred in the previous year 1,299 1,649 Major Customers The Company de rived 13% and 10% of its revenues for the year ended December 31, 2021 from two s ignificant customers. In addition, 18%, 13%, and 12% of our revenues for 2020 were from three signific ant custom ers. Sales to these customers occur at multiple locations and we believe that the loss of these customers would have only a short-term impact on our operating results. There is risk, however, that we would not be able to identify and access a replacement market at comparable margins. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting and Geographic Information | Segment Reporting and Geographic Information The Company operates as a single operating segment. The Company's chief operating decision maker is the CEO, who reviews financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources. The following table presents the Company's geographic net revenues based on the geographic market where revenues are accumulated, as determined by customer location: Year ended December 31, (in thousands USD) 2021 2020 United States $ 103,436 $ 113,073 Latin America 55,232 50,914 Total $ 158,668 $ 163,987 The following table presents certain of our long-lived assets by geographic area, which includes property and equipment, net and operating lease right of use assets, net: December 31, (in thousands USD) 2021 2020 United States $ 5,837 $ 7,748 Latin America 3,704 3,803 Total long-lived assets $ 9,541 $ 11,551 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Restructuring expenses consist of costs associated with the ongoing reorganization of our business operations and expense re-alignment efforts, which primarily relate to severance costs from workforce reductions due to the impacts of the COVID-19 pandemic and organizational changes to capture synergies from past acquisitions as we move toward one global AgileThought. We also incurred an immaterial amount of facility-related exit costs. When business slowed as a result of COVID-19, there was a reduction in force to control expenses, as not all resources could be usefully reallocated. As of December 31, 2021, all of the COVID-related expenses had been paid. At this time, we do not anticipate material additional restructuring charges related to COVID-19. In December 2020, we communicated a restructuring plan to transition to an integrated, one AgileThought approach rather than managing recent acquisitions and regions separately. By creating a global organization for the information technology, human resources, and finance functions, we were able to capture synergies, resulting in the elimination of certain positions. The Company incurred severance costs related to these terminations, and all amounts were paid in 2021. In November 2021, we communicated efforts to streamline our operating model further by reducing layers of management and reducing our cost structure. These restructuring efforts included consolidating the Chief Revenue Officer’s responsibilities with the Chief Operating Officer position, consolidating span of control of sales managers from eight to four, and a reduction of underutilized bench personnel. The Company exited employees in the last half of the three months ended December 31, 2021. The Company incurred severance costs related to these terminations, and all activity is expected to be completed by the first quarter of 2022. The following table summarizes the Company’s restructuring activities included in accrued liabilities: (in thousands USD) Organization Restructuring One AgileThought COVID Plan Restructuring Total Balance as of December 31, 2020 $ — $ 2,222 $ 717 $ 2,939 Restructuring charges 782 — 129 911 Payments 230 2,222 846 3,298 Balance as of December 31, 2021 $ 552 $ — $ — $ 552 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Disclosure [Abstract] | |
Warrants | Warrants The Company reviewed the accounting for both its public warrants and private warrants and determined that its public warrants should be accounted for as equity while the private warrants should be accounted for as liabilities in the Consolidated Balance Sheets. In connection with the Business Combination, each public and private placement warrant of LIVK was assumed by the Company and represents the right to purchase one share of the Company's Class A common stock upon exercise of such warrant. The fair value of private placement warrants is remeasured quarterly. Refer to Note 4 , Fair Value Measurements , for additional information. As of December 31, 2021, there were 8,050,000 public warrants and 2,811,250 private placement warrants outstanding. As part of LIVK's initial public offering, 8,050,000 public warrants (“Public Warrants”) were sold. The Public Warrants entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants became exercisable when the Company completed an effective registration statement. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. Following the closing of the merger between LIV Capital and AgileThought and the filing of the registration statement, the Company now has one single class of voting common stock (Class A shares) and as such the Company would not be precluded from classifying the public warrants as equity as those warrants are indexed to the Company’s own stock and a net cash settlement could only be triggered in circumstances in which the holders of the shares underlying the contract (Class A shares) would also receive cash. Additionally, LIVK consummated a private placement of 2,811,250 warrants (“Private Placement Warrants”). The Private Placement Warrants entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants were not be transferable, assignable or salable until 30 days after the completion of a Business Combination. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. The Company filed a Form S-1 to register the shares issuable upon exercise of the Pubic Warrants which was declared effective on September 27, 2021. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder and if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the Class A common stock underlying such warrants. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As a result of the Business Combination, the Company authorized two classes of common stock: Class A common stock and preferred stock. Class A Common Stock As of December 31, 2021, the Company has 210,000,000 shares of Class A common stock authorized, and 50,402,763 shares issued and outstanding. Class A common stock has par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote per share. On December 21, 2021, AgileThought, Inc. entered into an underwriting agreement with A.G.P./Alliance Global Partners as representatives of the underwriters (the “Underwriters”), relating to the sale and issuance of 3,560,710 shares of the Company’s Class A common stock. The offering price to the public of the shares is $7.00 per share, and the Underwriters have agreed to purchase the shares from the Company pursuant to the underwriting agreement at a price of $6.51 per share. The Company’s net proceeds from the offering are approximately $21.8 million. On December 27, 2021, the Company issued 461,236 shares of Class A Common Stock (the “Conversion Shares”) to Mr. Senderos and Mr. Johnston upon conversion of their loans under the New Second Lien Facility in the amount of $4,500,000 and $200,000, respectively. Mr. Senderos received 441,409 Conversion Shares, and Mr. Johnston received 19,827 Conversion Shares. On December 28, 2021, the Company issued 4,439,333 shares of Class A Common Stock to the administrative agent for the First Lien Facility in accordance with the amendment dated November 15, 2021. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. See Note 9, Long-Term Debt , for further information. Preferred Stock Under the Company's certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having par value of $0.0001 per share. The Company's Board of Directors has the authority to issue shares of preferred stock in one or more series and to determine preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2021, no preferred stock shares were issued and outstanding. Prior to the Business Combination, the Company had three classes of equity: Class A ordinary shares, Class B ordinary shares and redeemable convertible preferred stock. Legacy Class A and Class B Shares As of December 31, 2020, the capital stock is represented by 431,682 Class A Shares and 37,538 Class B Shares. Holders of Class A Shares were entitled to one vote per share and Holders of Class B Shares are not entitled to vote. The common shares have no preemptive, subscription, redemption or conversion rights. In connection with the Business Combination, the Company converted it's Class A and Class B ordinary shares outstanding into shares of the Company's Class A common stock. As of December 31, 2021, no shares of Class A and Class B ordinary shares were outstanding. Redeemable Convertible Preferred Stock On February 2, 2021, LIV Capital Acquisition Corp (“LIVK”), related parties to LIVK (and together with LIVK, the “Equity Investors”) and the Company entered into an equity contribution agreement. Per the agreement, the Equity Investors purchased 2,000,000 shares of a newly created class of preferred stock at a purchase price of $10.00 per share for an aggregate purchase price of $20 million. The redeemable convertible preferred stock would be redeemable for an amount in cash equal to the greater of $15.00 per share (the “Required Price”), or $10.00 per share of redeemable convertible preferred stock plus 18% interest if the Business Combination did not occur (defined in the agreement as the “Required Return”), other than as a result of LIVK’s failure to negotiate in good faith or failure to satisfy or perform any of its obligations under the merger agreement. Additionally, the redeemable convertible preferred stock would be convertible into common shares of the Company either on a one to one basis in the event of the closing of the merger agreement, or if the merger agreement were terminated and the Company subsequently consummated an initial public offering, into a number of common shares of the Company equal to the Required Return divided by 0.9, or $16.6667, multiplied by the price at which the shares of voting common stock of the Company are initially priced in such initial public offering. The redeemable convertible preferred stock had no voting and dividend rights until converted into common stock and had a liquidation preference equal to the amount of the Required Return. The Company concluded that because the redemption and conversion features of the Preferred Stock were outside of the control of the Company, the instrument was recorded as temporary or mezzanine equity in accordance with the provisions of Accounting Series Release No. 268, Presentation in Financial Statements of Redeemable Preferred Stocks . |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands USD, except share and loss per share data) 2021 2020 Net loss attributable to common stockholders - basic and diluted $ (20,070) $ (26,177) Weighted average number of common stock - basic and diluted 37,331,820 34,557,480 Net loss per common stock - basic and diluted $ (0.54) $ (0.76) As of December 31, 2021 and December 31, 2020, the Company’s potentially dilutive securities were private and public warrants, and granted but unvested stock awards which have been excluded from diluted loss per share because the conditions for issuance of common shares had not been met at the balance sheet date. The potential shares of common stock that were antidilutive are as follows: December 31, 2021 2020 Public and private warrants 10,861,250 — Class A common stock held by administrative agent with restricted resale rights 4,439,333 — Unvested stock based compensation awards for Class A common stock with service and performance vesting conditions — 1,500 |
Equity-based Arrangements
Equity-based Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based Arrangements | Equity-based Arrangements The Company has granted various equity-based awards to its employees and board members as described below. The Company issues, authorized but unissued shares, for the settlement of equity-based awards. 2021 Equity Incentive Plan In connection with the Business Combination, on August 18, 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) on August 18, 2021, which became effective immediately upon the Closing. The 2021 Plan provides the Company with flexibility to use various equity-based incentive awards as compensation tools to motivate and retain the Company’s workforce. The Company initially reserved 5,283,216 shares of Class A common stock for the issuance of awards under the 2021 Equity Plan. The number of shares of Class A common stock available for issuance under the 2021 Plan automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2031, in an amount equal to 5% of the total number of shares of Class A common stock outstanding on December 31 of the preceding year; provided that the Board may act prior to January 1 of a given year to provide that the increase of such year will be a lesser amount of shares of Class A common stock. No awards have been issued under the 2021 Plan during the year ended December 31, 2021. Employee Stock Purchase Plan In connection with the Business Combination, on August 18, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”) for the issuance of up to a total of 1,056,643 shares of Class A common stock. The number of shares reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2022 through January 1, 2031, by the lesser of (i) 1% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, and (ii) the number of shares equal to 200% of the initial share reserve, unless a smaller number of shares may be determined by the Board. The purchase price of Class A Common Stock will be 85% of the lesser of the fair market value of Class A Common Stock on the first trading date or on the date of purchase. No purchases have been made under the ESPP during the year ended December 31, 2021. 2020 Equity Plan On August 4, 2020, the Company adopted the 2020 Equity Plan with the intent to encourage and retain certain of the Company’s senior employees, as well as board members. Pursuant to the 2020 Equity Plan, senior employees may receive up to 7,465 of Class A restricted stock units (RSUs) subject to time-based vesting and the occurrence of a liquidity event while board members may receive up to 300 Class A RSUs subject to time-based vesting. The awards were granted on August 4, 2020 and generally vest ratably over a three-year service period on each successive August 4 th . The grant date fair value for the RSUs under the 2020 Equity Plan was approximately $5.8 million. On May 9, 2021, the Company announced the acceleration of 1,372 performance-based RSUs that the Board previously granted which covered shares of the Company’s Class A common stock pursuant to the Company’s 2020 Equity Plan. The liquidity requirement of the accelerated of RSU's was removed per the Board approval on August 19, 2021. The acceleration of RSUs became effective immediately prior to the Business Combination. During the year ended December 31, 2021, the Company recognized $1.0 million of equity-based compensation expense related to acceleration of RSUs pursuant to the 2020 Equity Plan. On May 9, 2021 and August 16, 2021, the Company entered into RSU cancellation agreements with existing shareholders, cancelling a total of 4,921 RSUs. The RSU cancellation agreements were effective immediately prior to the Business Combination. Additionally, the remaining 1,472 RSUs were forfeited. Additionally, during the year ended December 31, 2021, the Company granted additional fully vested stock awards covering shares of Class A common stock pursuant to the 2020 Equity Incentive Plan. The compensation expense related to this award recognized during the year ended December 31, 2021 was $5.5 million. Expense during the year ended December 31, 2020 related to board members’ RSUs pursuant to the 2020 Equity Incentive Plan was $0.2 million. AgileThought, LLC PIP In connection with the AgileThought, LLC acquisition in July 2019, the Company offered a performance incentive plan (“AT PIP”) to key AgileThought, LLC employees. Pursuant to the AT PIP, participants may receive up to an aggregate of 3,150 Class A shares based on the achievement of certain EBITDA -based performance metrics during each of the fiscal years as follows: up to 1,050 shares for 2020, up to 1,050 shares for 2021, and up to 1,050 shares for 2022. The EBITDA-based performance metrics were not met in 2021 or 2020 and the related awards were cancelled. The remaining awards were cancelled in 2021. Participants do not begin to vest in the performance share units (“PSUs”) granted under the AT PIP until January 1, 2020. In order to qualify for payment, the Participant: (a) has to be actively employed by the Company or one of its affiliates, and (b) has to not have breached any of his or her noncompetition covenants in the definitive documents. During the year ended December 31, 2021, the Company did not recognize any equity-based compensation expense related to this plan as performance metrics for 2022 were not probable of being achieved. The grant date fair value for the PSUs under the AT PIP was approximately $1.2 million. 4th Source Performance Incentive Plan On November 15, 2018, the Company acquired 4th Source and offered shares to key 4th Source employees under a Performance Incentive Plan (“the 4th Source PIP”). Pursuant to the 4th Source PIP, participants may receive up to an aggregate of 8,394 shares based on the achievement of certain EBITDA-based performance metrics during each of the fiscal years as follows: up to 3,222 shares for 2018, up to 4,528 shares for 2019, and up to 644 shares for 2020. The EBITDA-based performance metric was not met in 2020 and the related PSUs were cancelled. The grant date fair value for the PSUs was approximately $2.9 million. The Company estimated the fair value of the awards that are subject to service‐based vesting requirements and performance vesting requirements, based upon our common shares' fair value, as of the grant dates. AgileThought Inc. Management Performance Share Plan In 2018, the Company adopted the Management Performance Share Plan, which provides for the issuance of PSUs. These awards representing an aggregate of 1,232 Class A shares vest upon the occurrence of a liquidity event, attainment of certain performance metrics and service-based vesting criteria. On May 9, 2021 and August 16, 2021, the Company entered into RSU cancellation agreements with existing shareholders, cancelling a total of 1,232 RSUs pursuant to the 2018 AN Management Compensation Plan. The RSU cancellation agreements were effective immediately prior to the Business Combination. 2017 AN Management Stock Compensation Plan On May 9, 2021 and August 16, 2021, the Company entered into RSU cancellation agreements with existing shareholders, cancelling a total of 1,880 RSUs pursuant to the 2017 AN Management Compensation Plan. The RSU cancellation agreements were effective immediately prior to the Business Combination. The following table summarizes all of our equity-based awards activity for the plans described above: Number of Awards Weighted Average Grant Date Fair Value Awards outstanding as of December 31, 2020 20,127 $ 577.18 Awards granted — $ — Awards forfeited / cancelled (18,755) $ 558.20 Awards vested (1,372) $ 745.92 Awards outstanding as of December 31, 2021 — $ — Awards vested as of December 31, 2021 1,372 $ 745.92 Awards expected to vest as of December 31, 2021 — $ — As of December 31, 2021, the Company had no unrecognized stock-based compensation expense. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe these actions will have a material, adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. As of December 31, 2021 and 2020, the Company had labor lawsuits in process, whose resolution is pending. As of December 31, 2021 and 2020, the Company has recorded liabilities for labor lawsuits and/or litigation of less than $1.4 million and $0.8 million for 2021 and 2020, respectively. As part of the amendment entered into on November 15, 2021, the Company agreed to issue warrants to the administrative agent to purchase $7 million worth of AgileThought’s Class A Common Stock for nominal consideration. The warrants will be issued on the date that all amounts under the First Lien Facility have been paid in full. |
Supplemental Cash Flows
Supplemental Cash Flows | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Supplemental Cash Flows | Supplemental Cash Flows The following table provides detail of non-cash activity and cash flow information: Year ended December 31, (in thousands USD) 2021 2020 Supplemental disclosure of non-cash investing activities & cash flow information Assumption of merger warrants liability $ 15,123 $ — Contingent consideration forgiven upon disposition of business — 1,413 Right-of-use assets obtained in exchange for operating lease liabilities 1,573 572 Forgiveness of loans 1,306 142 Cash paid during the year for interest 7,864 10,289 Cash paid during the year for income tax 2,025 2,532 Fees due to creditor 6,900 — Convertible notes exchanged for Class A common stock 4,700 — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 19, 2022, $7.3 million of a $7.6 million PPP loan was forgiven resulting in a remaining PPP Loan balance of $0.3 million. On January 31, 2022 the Company received an extension on the maturity date of the remaining balance to May 2, 2025. Payments will be made quarterly, of which $0.1 million is due within the next year. On January 25, 2022, the Company exercised its option to extend the maturity date of the Subordinated Debt an additional six months to July 26, 2022. The Company recognized an additional $0.5 million in debt issuance costs related to the loan extension. On January 27, 2022, the Company filed a S-8 registering 13,900,557 shares, of which 12,843,914 and 1,056,643 are available for issuance under the 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan, respectively. The Company also granted 2,328,000 shares of which, 87,999 shares vested immediately. The total fair value of the vested shares, net of tax withholding was $0.3 million. On March 30, 2022, the Company entered into an amendment with the First Lien and Second Lien Facility Lenders to waive the Fixed Charge Coverage Ratio for March 31, 2022. In addition, the Total Leverage Ratio covenant for the quarterly period of March 31, 2022 was reset. As consideration for entering into this amendment, the Company agrees to pay the First Lien Facility’s administrative agent a fee equal to $500,000. The fee shall be fully earned as of March 30, 2022 and shall be due and payable upon the end of the term loan. However, the fee shall be waived in its entirety if final payment in full occurs prior to or on May 30, 2022. Management has evaluated all subsequent events until March 31, 2021, when the consolidated financial statements were issued. Accordingly, where applicable, the notes to these consolidated financial statements have been updated and adjustments to the Company's consolidated financial statements have been reflected. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation The accompany consolidated financial statements are prepared in accordance with the U.S generally accepted accounting principles (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC.”) The consolidated financial statements included in this Annual Report present the Company’s financial position, results of operations and cash flows for the periods of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. The ownership interest of noncontrolling investors of the Company’s subsidiaries are recorded as noncontrolling interest. The Business Combination was accounted for as a reverse capitalization in accordance with U.S. GAAP (the “Recapitalization”). Under this method of accounting, LIVK is treated as the acquired company and Legacy AgileThought is treated as the accounting acquirer for financial reporting purposes, resulting in no change in the carrying amount of the Company's assets and liabilities. The consolidated assets, liabilities and results of operations prior to the Recapitalization are those of Legacy AgileThought. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. The Company evaluated subsequent events, if any, that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements. Where applicable, the notes to these consolidated financial statements have been updated to discuss all significant subsequent events which have occurred. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the Consolidated Financial Statements. Further, certain estimates and assumptions include the direct and indirect impact of the COVID-19 pandemic on the Company’s business, financial condition and results of operations. We make significant estimates with respect to intangible assets, goodwill, depreciation, amortization, income taxes, equity-based compensation, contingencies, fair value of assets and liabilities acquired, obligations related to contingent consideration in connection with business combinations, fair value of embedded derivative liabilities, and fair value of warrant liability. The economic impact of the pandemic on the Company’s business depends on its severity and duration, which in turn depend on highly uncertain factors such as the nature and extent of containment efforts, the spread and effects of variants, and the timing and efficacy of vaccines. The high level of uncertainty regarding this economic impact means that management’s estimates and assumptions are subject to change as the situation develops and new information becomes available. To the extent the actual results differ materially from these estimates and assumptions, the Company’s future financial statements could be materially affected. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . Revenue is recognized when or as control of promised products or services are transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. In instances where revenue is recognized over time, the Company uses an appropriate input or output measurement method, typically based on the contract or labor volume. The Company applies judgment in determining the customer’s ability and intention to pay based on a variety of factors, including the customer’s historical payment experience. If there is uncertainty about the receipt of payment for the services, revenue recognition is deferred until the uncertainty is sufficiently resolved. Our payment terms are based on customary business practices and can vary by region and customer type, but are generally 30-90 days. Since the term between invoicing and expected payment is less than a year, we do not adjust the transaction price for the effects of a financing component. The Company may enter into arrangements that consist of any combination of our deliverables. To the extent a contract includes multiple promised deliverables, the Company determines whether promised deliverables are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a single performance obligation. For arrangements with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. The standalone selling price is the price at which we would sell a promised good or service on an individual basis to a customer. When not directly observable, the Company generally estimates standalone selling price by using the expected cost plus a margin approach. The Company reassesses these estimates on a periodic basis or when facts and circumstances change. Revenues related to software maintenance services are recognized over the period the services are provided using an output method that is consistent with the way in which value is delivered to the customer. Revenues related to cloud hosting solutions, which include a combination of services including hosting and support services, and do not convey a license to the customer, are recognized over the period as the services are provided. These arrangements represent a single performance obligation. For software license agreements that require significant customization of third-party software, the software license and related customization services are not distinct as the customization services may be complex in nature or significantly modify or customize the software license. Therefore, revenue is recognized as the services are performed in accordance with an output method which measures progress towards satisfaction of the performance obligation. Revenues related to our non-hosted third-party software license arrangements that do not require significant modification or customization of the underlying software are recognized when the software is delivered as control is transferred at a point in time. Revenues related to consulting services (time-and-materials), transaction-based or volume-based contracts are recognized over the period the services are provided using an input method such as labor hours incurred. The Company may enter into arrangements with third party suppliers to resell products or services, such as software licenses and hosting services. In such cases, the Company evaluates whether the Company is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). In doing so, the Company first evaluates whether it controls the good or service before it is transferred to the customer. In instances where the Company controls the good or service before it is transferred to the customer, the Company is the principal; otherwise, the Company is the agent. Determining whether we control the good or service before it is transferred to the customer may require judgment. Some of our service arrangements are subject to customer acceptance clauses. In these instances, the Company must determine whether the customer acceptance clause is substantive. This determination depends on whether the Company can independently confirm the product meets the contractually agreed-upon specifications or if the contract requires customer review and approval. When a customer acceptance is considered substantive, the Company does not recognize revenue until customer acceptance is obtained. |
Segments | Segments Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and evaluating financial performance. The Company’s Chief Executive Officer, who has been identified as the CODM, reviews financial information at the consolidated group level in order to assess Company performance and allocate resources. As such, the Company has determined that it operates a single operating and reporting segment. |
Fair Value Measurements | Fair Value Measurements The Company records fair value of assets and liabilities in accordance with FASB ASC 820, Fair Value Measurement . ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. ASC 820 includes disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reporting in one of three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are as follows: Level 1: Quoted prices for identical instruments in active markets. Level 2: Other valuations that include quoted prices for similar instruments in active markets that are directly or indirectly observable. Level 3: Valuations made through techniques in which one or more of its significant data are not observable. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashCash and cash equivalents include highly liquid investments with an original maturity of three months or less when purchased. The Company maintains cash and cash equivalents balances with major financial institutions. At times, these balances exceed federally insured limits. The Company periodically assesses the financial condition of these financial institutions where the funds are held and believes the credit risk is remote. In 2021 and 2020, the Company held restricted cash in connection with litigation. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced or to be invoiced amount, do not bear interest, and are due within one year or less. Amounts collected on trade accounts receivable are included in net cash flows from operating activities in the Consolidated Statements of Cash Flows. The Company maintains an allowance for doubtful accounts for estimated credit losses inherent in its accounts receivable portfolio consistent with the requirements of Accounting Standard Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments . In establishing the required reserve, management considers historical experience, the age of the accounts receivable balances and current payment patterns, and current economic conditions that may affect a client's ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its clients. |
Property and Equipment | Property and Equipment Property and equipment are measured at cost less accumulated depreciation or amortization. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are charged to earnings as incurred. The Company depreciates property and equipment using the straight-line method over the following estimated economic useful lives of the assets: Useful life (years) Furniture and fixtures 5 - 10 Computer equipment 3 - 5 Computer software 3 Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. When these assets are sold or otherwise disposed of, the asset and related depreciation and amortization is relieved, and any gain or loss is included in the Consolidated Statements of Operations. The Company capitalizes certain development costs incurred in connection with its internal-use software. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, payroll and payroll-related expenses of employees, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are amortized on a straight-line basis over three years, the estimated useful life of the software. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We test for recoverability by comparing the sum of estimated future discounted cash flows to an asset’s carrying value. If we determine the carrying value is not recoverable, we calculate an impairment loss based on the excess of the asset’s carrying value over its fair value. The fair value is determined using a discounted cash flow approach. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations |
Goodwill | Goodwill Goodwill represents the cost of acquired businesses in excess of the fair value of identifiable tangible and intangible net assets purchased and is allocated to a reporting unit when the acquired business is integrated into the Company. Goodwill is not amortized but is tested for impairment annually on October 1st. The Company will also perform an assessment whenever events or changes in circumstances indicate that the carrying amount of a reporting unit may be more than its recoverable amount. Under FASB guidance, management may first assess certain qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. |
Intangible Assets | Intangible Assets The Company has customer relationships (finite-lived intangible assets) and trade names (indefinite-lived intangible assets) on its Consolidated Balance Sheets. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed. We test for impairment when events or circumstances indicate the carrying value of a finite-lived intangible asset may not be recoverable. Consistent with other long-lived assets, if the carrying value is not determined to be recoverable, we calculate an impairment loss based on the excess of the asset’s carrying value over its fair value. The fair value is determined using the discounted cash flow approach of multi-period excess earnings. During the first quarter of 2021, the Company reassessed and changed the estimated economic life of a certain trade name from indefinite to finite-lived as a result of the shift in operations towards a global strategy as “One AgileThought.” As a result, the Company began amortizing a certain trade name using straight-line method over their average remaining economic life of five years. |
Leases | Leases The Company is a lessee in several non-cancellable leases, primarily for office space and computer equipment. The Company accounts for leases under ASC Topic 842, Leases . We determine if an arrangement is or contains a lease at inception. For operating leases, the lease liability is initially measured at the present value of future lease payments at the lease commencement date. Lease payments included in the measurement of the lease liability are comprised of the following: ◦ Fixed payments, including in-substance fixed payments, owed over the lease term; ◦ Variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; ◦ Amounts expected to be payable under a Company-provided residual value guarantee; and ◦ The exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Key estimates and judgments include how the Company determines (1) the discount rate it uses to calculate the present value of future lease payments and (2) lease term. These are described in more detail as follows: • ASC 842 requires a lessee to calculate its lease liability using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. This is the rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. • The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any periods covered by a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The right of use (“ROU”) asset is initially measured at the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently amortized over the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term in selling, general and administrative expenses in the Consolidated Statements of Operations. Variable lease payments are immaterial and our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Company has elected to apply the short-term lease recognition and measurement exemption and not recognize ROU assets and lease liabilities for leases with a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner as for all other Company leases. |
Foreign Currency | Foreign Currency The Company’s Consolidated Financial Statements are reported in US dollars. The Company has determined that its international subsidiaries’ functional currency is the local currency in each country. The translation of the functional currencies of subsidiaries into US dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as foreign currency translation adjustments within accumulated other comprehensive income (loss) as a separate component of equity. Monetary assets and liabilities of each subsidiary denominated in currencies other than the subsidiary’s functional currency are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of each subsidiary in currencies other than the subsidiary’s functional currency are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations. |
Income Taxes | Income TaxesThe Company accounts for income taxes using the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and all operating loss and tax credit carry forwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. Pursuant to FASB guidance related to accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position and also the past administrative practices and precedents of the taxing authority. |
Equity-based Compensation | Equity-based Compensation We recognize and measure compensation expense for all equity-based awards based on the grant date fair value. For performance share units ("PSUs"), we are required to estimate the probable outcome of the performance conditions in order to determine the equity-based compensation cost to be recorded over the vesting period. Vesting is tied to performance conditions that include the achievement of EBITDA-based metrics and/or the occurrence of a liquidity event. Prior to the Business Combination, the Company determined the fair value of shares by using an income approach, specifically a discounted cash flow method, and in consideration of a number of objective and subjective factors, including the Company’s actual operating and financial performance, expectations of future performance, market conditions and liquidation events, among other factors. Following the closing of the Business Combination, the grant date fair value is determined based on the fair market value of the Company’s shares on the grant date of such awards. Prior to the Business Combination, since the Company’s shares were not publicly traded and its shares were rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. Determining the fair value of equity-based awards requires estimates and assumptions, including estimates of the period the awards will be outstanding before they are exercised and future volatility in the price of our common shares. We periodically assess the reasonableness of our assumptions and update our estimates as required. If actual results differ significantly from our estimates, equity-based compensation expense and our results of operations could be materially affected. The Company’s accounting policy is to account for forfeitures of employee awards as they occur. |
Defined Contribution Plan | Defined Contribution PlanThe Company maintains a 401(k) savings plan covering all U.S. employees. Participating employees may contribute a portion of their salary into the savings plan, subject to certain limitations. The Company matches 100% of the first 4% of each employee's contributions and 50% of the next 1% of the employee's base compensation contributed, with a maximum contribution of $6,000 per employee. For the fiscal years ended December 31, 2021 and 2020, the Company's matching contributions totaled $1.3 million and $1.5 million, respectively, and were expensed as incurred. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic and diluted earnings (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Class A common shares have identical liquidation and distribution rights. The net earnings (loss) is allocated on a proportionate basis to Class A. Basic net earnings (loss) per share attributable to common stockholders is computed by dividing the net earnings (loss) by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period using the if-converted or treasury stock method, as applicable. For purpose of this calculation, the convertible notes, contingent consideration payable in shares, and outstanding stock awards are considered and included in the computation of diluted earnings (loss) per share, except for where the result would be anti-dilutive or the required conditions for issuance of common shares have not been met as of the balance sheet date. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred. |
Embedded Derivative Liabilities | Embedded Derivative Liabilities The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company has evaluated the terms and features of its redeemable convertible preferred stock issued in February 2021 and identified two embedded derivatives requiring bifurcation from the underlying host instrument pursuant to ASC 815-15, Embedded Derivatives. Embedded derivatives met the criteria for bifurcation due to the instruments containing conversion options and mandatory redemption features that are not clearly and closely related to the host instrument. Embedded derivatives are bifurcated from the underlying host instrument and accounted for as separate financial instruments. Embedded derivatives are recognized at fair value, with changes in fair value during the period are recognized in "Change in fair value of embedded derivative liabilities" in the Consolidated Statements of Operations. As of December 31, 2021 and in connection with the consummation of the Business Combination that occurred on August 23, 2021, the preferred stock was converted into common stock of the Company and the embedded derivative ceased to exist. Refer to Note 4 , Fair Value Measurements , for additional information. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). For warrants that meet all of the criteria for equity classification, the warrants are recorded as a component of additional paid-in capital at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are recorded as liabilities. At the end of each reporting period, changes in fair value during the period are recognized in “Change in fair value of warrant liability” in the Company’s Consolidated Statements of Operations. The Company will continue to adjust the warrant liability for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants. Our public warrants meet the criteria for equity classification and accordingly, are reported as a component of stockholders’ equity while our private warrants do not meet the criteria for equity classification and are thus classified as a liability. |
Accounting Pronouncements | Accounting Pronouncements The authoritative bodies release standards and guidance, which are assessed by management for impact on the Company’s Consolidated Financial Statements. Accounting Standards Updates (“ASUs”) not listed below were assessed and determined to be not applicable to the Company’s Consolidated Financial Statements. The following standards were recently adopted by the Company: • In December 2019, the FASB issued ASU No. 2019-12, Income Taxes , to simplify the accounting for income taxes based on changes suggested by stakeholders as part of the FASB’s simplification initiative. This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. This ASU was adopted by the Company on January 1, 2021, resulting in no material impact to the Consolidated Financial Statements. • In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform . In response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This may impact the Company’s borrowing costs in which LIBOR is used as a reference. The amendments in this update are effective immediately for all entities. This ASU was adopted by the Company on January 1, 2021, resulting in no material impact to the Consolidated Financial Statements. • In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options and Derivatives and Hedging-Contracts in Entity’s Own Equity . The amendments in this update simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. This guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. This ASU was adopted by the Company on January 1, 2021, resulting in no material impact to the Consolidated Financial Statements. • In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform, that refined the scope of ASU No. 2020-04 and clarified some of its provisions. The amendments permit entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by the discounting transition. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted for all entities, including adoption in an interim period. This ASU was adopted by the Company during the second quarter of 2021, resulting in no material impact to the Consolidated Financial Statements. The following recently released accounting standards have not yet been adopted by the Company: • In May 2021, the FASB issued ASU 2021-04, Earnings Per Share, Debt-Modifications and Extinguishments, Compensation-Stock Compensation, and Derivatives and Hedging-Contracts in Entity’s Own Equity. This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU is effective for fiscal years beginning after December 15, 2021 on a prospective basis. Early adoption is permitted for all entities, including adoption in an interim period. The Company is evaluating the effect the adoption of this ASU will have on the Consolidated Financial Statements. • In October 2021, the FASB issued ASU 2021-08, Business Combinations: Accounting for Contract Asset and Contract Liabilities from Contracts with Customers . This ASU requires an entity to recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers. This ASU is expected to reduce diversity in practice and increase comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This standard is effective for annual periods beginning after December 15, 2022, including interim periods therein, with early adoption permitted. The Company plans to adopt this pronouncement for the fiscal year beginning January 1, 2022, and does not expect it to have a material effect on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives of Property, Plant and Equipment | The Company depreciates property and equipment using the straight-line method over the following estimated economic useful lives of the assets: Useful life (years) Furniture and fixtures 5 - 10 Computer equipment 3 - 5 Computer software 3 Property and equipment, net consist of the following: December 31, (in thousands USD) 2021 2020 Computer equipment $ 4,210 $ 3,727 Leasehold improvements 2,179 2,333 Furniture and equipment 1,691 1,631 Computer software 2,240 1,475 Transportation equipment 55 107 10,375 9,273 Less: accumulated depreciation (7,268) (5,845) Property and equipment, net $ 3,107 $ 3,428 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Business Combination | The following table reconciles the elements of the Business Combination to the additional paid-in capital in the Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2021: (in thousands USD) Business Combination Cash - LIVK trust and cash, net of redemptions $ 5,749 Cash - PIPE Financing 27,600 Less: Transaction costs (13,033) Net proceeds from the Business Combination 20,316 Less: Initial fair value of warrant liabilities recognized in the Business Combination (15,123) Equity classification of Public Warrants 8,292 Surrender of related party receivables (1,359) Debt conversion 38,120 Conversion of mezzanine equity 1 15,594 Net adjustment to total equity from the Business Combination $ 65,840 1 Relates to the transfer from mezzanine equity to permanent equity of the preferred contribution received from LIV Capital on February 02, 2021, which was considered part of the PIPE financing and upon the transaction close, was reclassified to permanent equity of the Company. The number of shares of Class A common stock issued immediately following the consummation of the Business Combination: Number of Shares Class A ordinary shares of LIVK outstanding prior to the Business Combination 8,050,000 Less: redemption of LIVK's Class A ordinary shares (7,479,065) Shares of LIVK's Class A ordinary shares 570,935 Shares held by LIVK's sponsor and its affiliates 2,082,500 Shares issued in the PIPE Financing 2,760,000 Shares issued to convert Legacy AgileThought's preferred stock to Class A common stock 2,000,000 Shares issued to Legacy AgileThought's common stock holders 34,557,480 Total shares of Class A common stock immediately after the Business Combination 41,970,915 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Instruments | The following table summarizes our debt instruments where fair value differs from carrying value: Fair Value December 31, 2021 December 31, 2020 (in thousands USD) Hierarchy Level Carry Amount Fair Value Carry Amount Fair Value Bank credit agreement Level 3 $ 31,882 $ 31,897 $ 93,388 $ 92,363 New Second Lien Facility Level 3 16,120 16,214 — — Convertible notes payable Level 3 — — 32,930 43,303 |
Schedule of Roll-Forward of Fair Value Liabilities | (in thousands USD) Redemption & Opening balance, January 1, 2021 $ — Recognition of embedded derivative liabilities 4,406 Change in fair value (4,406) Ending balance, December 31, 2021 — The following table provides a roll-forward of the obligations for contingent purchase price: (in thousands USD) 2021 2020 Opening balance, January 1 $ 10,304 $ 22,621 Cash payments — (4,314) Contingent consideration derecognized in connection with divesture of a business — (1,413) Change in fair value (2,200) (6,600) Accrued interest on the contingent consideration 736 360 Effect of exchange rate fluctuations (49) (350) Ending balance, December 31 8,791 10,304 Less: Current portion 8,791 8,104 Obligation for contingent purchase price, net of current portion $ — $ 2,200 (in thousands USD) 2021 Beginning balance, January 1 $ — Assumed in business combination 6,831 Change in fair value (4,694) Ending balance, December 31, 2021 $ 2,137 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Selected Balance Sheet Items | The following table provides detail of selected balance sheet items: December 31, (in thousands USD) 2021 2020 Cash and cash equivalents $ 8,463 $ 9,256 Restricted cash 177 176 Total cash, cash equivalents and restricted cash $ 8,640 $ 9,432 December 31, (in thousands USD) 2021 2020 Accounts receivables $ 19,173 $ 13,974 Unbilled accounts receivables 11,716 7,578 Related party receivables - shareholders & key personnel — 1,305 Other receivables 686 1,210 Allowance for doubtful accounts (188) (267) Total accounts receivable, net $ 31,387 $ 23,800 December 31, (in thousands USD) 2021 2020 Income tax receivables $ 2,369 $ 1,119 Prepaid expenses and other current assets 5,121 2,821 Total prepaid expenses and other current assets $ 7,490 $ 3,940 December 31, (in thousands USD) 2021 2020 Accrued wages, vacation & other employee related items $ 2,387 $ 5,871 Accrued interest 381 2,223 Accrued incentive compensation 654 795 Receipts not vouchered 5,872 1,791 Accrued liabilities - Related Party 17 — Other accrued liabilities 467 4,400 Total accrued liabilities $ 9,778 $ 15,080 |
Schedule of Allowance for Doubtful Accounts | The following table is a rollforward of the allowance for doubtful accounts: (in thousands USD) 2021 2020 Beginning balance, January 1 $ 267 $ 388 Charges to expense 1,307 11 Write-offs and recoveries (1,382) (126) Foreign currency translation (4) (6) Ending balance, December 31 $ 188 $ 267 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The Company depreciates property and equipment using the straight-line method over the following estimated economic useful lives of the assets: Useful life (years) Furniture and fixtures 5 - 10 Computer equipment 3 - 5 Computer software 3 Property and equipment, net consist of the following: December 31, (in thousands USD) 2021 2020 Computer equipment $ 4,210 $ 3,727 Leasehold improvements 2,179 2,333 Furniture and equipment 1,691 1,631 Computer software 2,240 1,475 Transportation equipment 55 107 10,375 9,273 Less: accumulated depreciation (7,268) (5,845) Property and equipment, net $ 3,107 $ 3,428 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents goodwill by reporting unit and changes in goodwill through September 30, 2020: (in thousands USD) Analytics Commerce Cloud Agile Nearshore Transformation Total December 31, 2019 15,566 6,878 5,965 30,694 27,881 86,984 Disposals — (69) — — — (69) Impairments (5,652) (4,915) (1,027) — — (11,594) Foreign currency translation (2,431) (1,243) (932) — (3,716) (8,322) September 30, 2020 $ 7,483 $ 651 $ 4,006 $ 30,694 $ 24,165 $ 66,999 As discussed above, we revised our reporting unit structure on October 1, 2020. The following table presents changes in the goodwill balances for the fourth quarter of 2020: (in thousands USD) LATAM USA Total October 1, 2020 $ 36,305 $ 30,694 $ 66,999 Foreign currency translation 4,165 — 4,165 December 31, 2020 $ 40,470 $ 30,694 $ 71,164 During 2021, the Company reassessed goodwill for impairment as of October 1st, 2021 and identified no impairment charges to be recognized. The following table presents changes in the goodwill balances during 2021. (in thousands USD) LATAM USA Total December 31, 2020 $ 40,470 $ 30,694 $ 71,164 Foreign currency translation (819) — (819) December 31, 2021 $ 39,651 $ 30,694 $ 70,345 |
Summary of Finite-Lived Intangible Assets | Changes in our finite-lived intangible assets is as follows: As of December 31, 2021 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ (973) $ (23,669) 65,273 11.8 Tradename 1,234 (31) (243) 960 3.9 Total $ 91,149 $ (1,004) $ (23,912) $ 66,233 11.7 As of December 31, 2020 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ 4,040 $ (22,444) 71,511 12.8 |
Schedule of Estimated Amortization for Intangible Assets | The estimated amortization schedule for the Company’s intangible assets for future periods is as follows: (in thousands USD) Year ending December 31, 2022 $ 5,794 2023 5,794 2024 5,794 2025 5,794 2026 5,554 Thereafter 37,503 Total $ 66,233 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | Supplemental information related to our operating leases is as follows for the year ended: December 31, 2021 2020 Weighted average remaining lease term, in years: 2.91 3.39 Weighted average discount rate: 8.4 % 8.5 % Cash flows from operating activities, (in thousands USD) Cash paid for operating leases included in the measurement of lease liabilities $ 3,711 $ 3,699 |
Schedule of Future Expected Maturities of Lease Obligations | Future expected maturities of lease obligations as of December 31, 2021 are as follows: (in thousands USD) Lease Payments 2022 $ 3,234 2023 1,844 2024 1,197 2025 763 2026 289 Thereafter — Total undiscounted lease payments 7,327 Less: imputed interest 734 Present value of operating lease liability $ 6,593 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt at December 31, 2021 and 2020 consists of the following: December 31, (in thousands USD) 2021 2020 Borrowings under bank revolving credit agreement, principal due Nov. 10, 2023 $ 5,000 $ 5,000 Borrowings under bank credit agreement, principal due Nov. 10, 2023 31,882 93,388 Unamortized debt issuance costs (a) (6,915) (2,978) Borrowing under bank credit agreements, net of unamortized debt issuance costs 29,967 95,410 Borrowings under convertible note payable to related party, 13.73% interest capitalized every six months, principal due July 18, 2024 — 16,465 Borrowings under convertible note payable to related party, 13.73% interest capitalized every six months, principal due July 18, 2024 — 16,465 Unamortized debt issuance costs (a) — (126) Convertible notes payable, net of unamortized debt issuance costs — 32,804 Paycheck Protection Program loans, 1% interest, due May 1, 2022 7,673 9,129 Subordinated promissory note payable with a related party, 20% effective December 21, 2021, principal due May 12, 2022 673 — Subordinated debt, guaranteed by a related party, principal due July 26, 2022 3,700 — Unamortized debt issuance costs(a) (76) — Subordinated debt, guaranteed by a related party, net of unamortized debt issuance costs 3,624 — Borrowings under convertible note payable with a related party, 11% interest capitalized every three months, principal due March 15, 2023 6,372 — Borrowings under convertible note payable with a related party, 17.41% interest capitalized every three months, principal due March 15, 2023 9,748 — Unamortized debt issuance costs(a) (945) — New Second Lien Facility, net of unamortized debt issuance costs 15,175 — Total debt 57,112 137,343 Less: current portion of debt 14,838 11,380 Long-term debt, net of unamortized debt issuance costs and current portion $ 42,274 $ 125,963 _________________ (a) Debt issuance costs are presented as a reduction of the Company’s long-term debt in the Consolidated Balance Sheets. $3.5 million and $0.9 million of debt issuance cost amortization was charged to interest expense for the years ended December 31, 2021 and 2020, respectively. The capital expenditure annual limit under the First Lien Facility and New Second Lien Facility in place as of December 31, 2021 is as follows: Computation Period Ending Capital Expenditure Annual Limit December 31, 2021 and the Computation Periods ending March 31, June 30, and September 30, 2022 $2.10 million December 31, 2022 and each Computation Period ending thereafter $2.20 million On March 30, 2022, the Company amended the Fixed Charge Coverage Ratio and the Total Leverage Ratio of the First Lien Facility to the following: Computation Period Ending Fixed Charge Coverage Ratio to exceed Total Leverage Ratio not to exceed March 31, 2022 Not Tested 7.15:1.00 June 30, 2022 and September 30, 2022 0.20:1.00 4.00:1.00 December 31, 2022 and each Computation Period ending thereafter 1.00:1.00 4.00:1.00 On March 30, 2022, the Company amended the Fixed Charge Coverage Ratio and the Total Leverage Ratio of the New Second Lien Facility to the following: Computation Period Ending Fixed Charge Coverage Ratio to exceed Total Leverage Ratio not to exceed March 31, 2022 Not Tested 19.15:1.00 June 30, 2022 and September 30, 2022 0.20:1.00 10.00:1.00 December 31, 2022 and each Computation Period ending thereafter 1.00:1.00 10.00:1.00 |
Schedule of Annual Maturities of Long-Term Debt | The annual maturities of our long-term debt for the next five years and beyond are as follows: Year, (in thousands USD) Amount 2022 $ 14,287 2023 50,626 2024 95 2025 40 Thereafter — Total debt 65,048 Less: unamortized debt issuance cost (7,936) Total debt, net of unamortized debt issuance costs $ 57,112 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Items included in other income (expense) in the Consolidated Statements of Operations are as follows: Year ended December 31, (in thousands USD) 2021 2020 Foreign exchange (loss) gain, net $ (1,936) $ 3,597 Forgiveness of PPP loan 1,306 142 Gain on disposition of a business — 1,110 Interest income 70 112 Other non-operating expense (524) (436) Total other income (expense) $ (1,084) $ 4,525 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income tax for the years 2021 and 2020 is allocated as follows: Year ended December 31, (in thousands USD) 2021 2020 USA $ (15,021) $ (2,608) Mexico (5,111) (22,082) Other Countries 544 699 Total $ (19,588) $ (23,991) |
Schedule of Income Tax Expense | Income tax expense for the years 2021 and 2020 is allocated as follows: Year ended December 31, (in thousands USD) 2021 2020 Current income tax $ 702 $ 943 Deferred income tax (242) 1,398 Total income tax expense $ 460 $ 2,341 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between our effective income tax rate and the statutory tax rates were as follows: December 31, (in thousands USD) 2021 2020 (Loss) before income tax expense $ (19,588) $ (23,991) Statutory tax rates 21% 21% Computed expected income tax benefit (4,113) (5,038) Increase (decrease) in income taxes resulting from: Change in deferred tax asset valuation allowance 5,509 4,751 Permanent amortization — 3,498 Non-deductible expenses 1,001 1,724 Foreign tax rate differential (376) (2,320) State and local income taxes, net of federal income tax benefit 84 (51) Taxable inflation adjustment (597) 23 Non deductible interest 172 210 Provision to return — 483 Effect of change in state rate (4) (167) CARES Act — (337) Non-taxable income (1,229) — Other, net 13 (435) Reported income tax expense $ 460 $ 2,341 Effective tax rate 2.3% (9.8)% |
Schedule of Income Tax Rate by Jurisdiction | The Company has the following tax rates in relevant jurisdictions: Tax rates 2021 2020 United States 21% 21% Mexico 30% 30% Brazil 34% 34% Argentina 30% 30% |
Schedule of Components of Deferred Tax Balances | The components of the Company’s deferred tax balances are as follows: December 31, (in thousands USD) 2021 2020 Deferred tax assets: Tax loss carryforward $ 13,425 $ 6,353 Provision for doubtful accounts 45 67 Fixed assets 218 250 Accrued liabilities and other expenses 2,434 3,444 Deferred revenues 376 445 Business interest limitation 4,805 2,225 Operating lease liability 1,735 2,178 Equity-based compensation — 648 Intangible assets 138 177 Other 1,023 369 Gross deferred tax assets: 24,199 16,156 Less: Valuation allowance (15,612) (10,010) Total deferred tax assets 8,587 6,146 Deferred tax liabilities: Intangible assets 6,838 5,123 Operating lease ROU assets 1,695 2,130 Property and Equipment 153 515 Obligation for contingent purchase price 2,128 777 Other 535 674 Total deferred tax liabilities 11,349 9,219 Net deferred tax liabilities $ (2,762) $ (3,073) |
Schedule of Change in Valuation Allowance for Deferred Tax Assets | The change in the total valuation allowance for deferred tax assets is as follows: December 31, (in thousands USD) 2021 2020 Opening balance January 1, $ 10,010 $ 5,124 Utilization during the year — (99) Increases during the year 5,602 4,985 Closing balance December 31, $ 15,612 $ 10,010 |
Net Revenues (Tables)
Net Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenues by Contract Type and Timing of Revenue Recognition | Disaggregated revenues by contract type and the timing of revenue recognition are as follows: Timing of Revenue Recognition Year ended December 31, (in thousands USD) 2021 2020 Time and materials over time $ 130,603 $ 144,658 Fixed price over time 28,065 19,329 Total $ 158,668 $ 163,987 |
Schedule of Deferred Revenues | Details of our liabilities related to contracts with customers and related timing of revenue recognition are as follows: December 31, (in thousands USD) 2021 2020 Deferred revenues $ 1,789 $ 2,143 Revenue recognized, that was deferred in the previous year 1,299 1,649 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Net Revenues and Long-Lived Assets | The following table presents the Company's geographic net revenues based on the geographic market where revenues are accumulated, as determined by customer location: Year ended December 31, (in thousands USD) 2021 2020 United States $ 103,436 $ 113,073 Latin America 55,232 50,914 Total $ 158,668 $ 163,987 The following table presents certain of our long-lived assets by geographic area, which includes property and equipment, net and operating lease right of use assets, net: December 31, (in thousands USD) 2021 2020 United States $ 5,837 $ 7,748 Latin America 3,704 3,803 Total long-lived assets $ 9,541 $ 11,551 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Activities | The following table summarizes the Company’s restructuring activities included in accrued liabilities: (in thousands USD) Organization Restructuring One AgileThought COVID Plan Restructuring Total Balance as of December 31, 2020 $ — $ 2,222 $ 717 $ 2,939 Restructuring charges 782 — 129 911 Payments 230 2,222 846 3,298 Balance as of December 31, 2021 $ 552 $ — $ — $ 552 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands USD, except share and loss per share data) 2021 2020 Net loss attributable to common stockholders - basic and diluted $ (20,070) $ (26,177) Weighted average number of common stock - basic and diluted 37,331,820 34,557,480 Net loss per common stock - basic and diluted $ (0.54) $ (0.76) |
Schedule of Potential Shares of Antidilutive Common Stock | The potential shares of common stock that were antidilutive are as follows: December 31, 2021 2020 Public and private warrants 10,861,250 — Class A common stock held by administrative agent with restricted resale rights 4,439,333 — Unvested stock based compensation awards for Class A common stock with service and performance vesting conditions — 1,500 |
Equity-based Arrangements (Tabl
Equity-based Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity-Based Awards Activity | The following table summarizes all of our equity-based awards activity for the plans described above: Number of Awards Weighted Average Grant Date Fair Value Awards outstanding as of December 31, 2020 20,127 $ 577.18 Awards granted — $ — Awards forfeited / cancelled (18,755) $ 558.20 Awards vested (1,372) $ 745.92 Awards outstanding as of December 31, 2021 — $ — Awards vested as of December 31, 2021 1,372 $ 745.92 Awards expected to vest as of December 31, 2021 — $ — |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Details of Non-Cash Activity and Cash Flow Information | The following table provides detail of non-cash activity and cash flow information: Year ended December 31, (in thousands USD) 2021 2020 Supplemental disclosure of non-cash investing activities & cash flow information Assumption of merger warrants liability $ 15,123 $ — Contingent consideration forgiven upon disposition of business — 1,413 Right-of-use assets obtained in exchange for operating lease liabilities 1,573 572 Forgiveness of loans 1,306 142 Cash paid during the year for interest 7,864 10,289 Cash paid during the year for income tax 2,025 2,532 Fees due to creditor 6,900 — Convertible notes exchanged for Class A common stock 4,700 — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Feb. 28, 2021derivative | |
Finite-Lived Intangible Assets [Line Items] | |||
Maximum annual contribution | $ 6,000 | ||
Contribution expense | $ 1,300,000 | $ 1,500,000 | |
Number of embedded derivatives identified | derivative | 2 | ||
First 4% of Employee's Gross Pay | |||
Finite-Lived Intangible Assets [Line Items] | |||
Match of every dollar contributed (as a percent) | 100.00% | ||
Employee's eligible compensation (as a percent) | 4.00% | ||
Next 1% of Employee's Gross Pay | |||
Finite-Lived Intangible Assets [Line Items] | |||
Match of every dollar contributed (as a percent) | 50.00% | ||
Employee's eligible compensation (as a percent) | 1.00% | ||
Computer software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life of property, plant and equipment | 3 years | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Payment terms | 30 days | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Payment terms | 90 days | ||
Tradename | |||
Finite-Lived Intangible Assets [Line Items] | |||
Averaging remaining economic life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 10 years |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 5 years |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Useful life of property, plant and equipment | 3 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) - USD ($) | Aug. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2021 |
Business Acquisition [Line Items] | ||||
Change in fair value of warrant liability | $ 4,694,000 | $ 0 | ||
Class A | ||||
Business Acquisition [Line Items] | ||||
Sale of stock, price per share (in dollars per share) | $ 7 | |||
Stock repurchased during period (in shares) | 7,479,065 | |||
Shares with redemption rights (as a percent) | 93.00% | |||
Stock repurchased during period (in dollars per share) | $ 10.07 | |||
Stock repurchased during period | $ 75,300,000 | |||
Class A | Legacy AT Common Stock Holders | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued (in shares) | 34,557,480,000 | |||
Class A | Legacy AT Preferred Stock Holders | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued (in shares) | 2,000,000,000 | |||
PIPE Financing | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued (in shares) | 2,760,000 | |||
Sale of stock, price per share (in dollars per share) | $ 10 | |||
Aggregate proceeds from transaction | $ 27,600,000 |
Business Combination - Schedule
Business Combination - Schedule of Business Combination (Details) - USD ($) $ in Thousands | Aug. 20, 2021 | Aug. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Change in Net Cash and Net Assets in Reverse Recapitalization [Abstract] | ||||
Cash - LIVK trust and cash, net of redemptions | $ 5,749 | |||
Cash - PIPE Financing | 27,600 | $ 27,600 | $ 0 | |
Less: Transaction costs | (13,033) | (13,033) | 0 | |
Net proceeds from the Business Combination | 20,316 | |||
Less: Initial fair value of warrant liabilities recognized in the Business Combination | (15,123) | $ (15,123) | $ 0 | |
Equity classification of Public Warrants | 8,292 | |||
Surrender of related party receivables | (1,359) | |||
Debt conversion | 38,120 | |||
Conversion of mezzanine equity | 15,594 | |||
Net adjustment to total equity from the Business Combination | $ 65,840 | |||
Change in Shares Outstanding in Reverse Recapitalization [Abstract] | ||||
Common shares outstanding (in shares) | 41,970,915 | 50,402,763 | 34,557,480 | |
Shares issued (in shares) | 2,760,000 | |||
Shares issued to convert Legacy AgileThought's preferred stock to Class A common stock (in shares) | 2,000,000 | |||
Shares issued to Legacy AgileThought's equity holders (in shares) | 34,557,480 | |||
Common Shareholders | ||||
Change in Shares Outstanding in Reverse Recapitalization [Abstract] | ||||
Shares held (in shares) | 570,935 | |||
LIVK's Sponsor and Affiliates | ||||
Change in Shares Outstanding in Reverse Recapitalization [Abstract] | ||||
Shares held (in shares) | 2,082,500 | |||
LIVK | ||||
Change in Shares Outstanding in Reverse Recapitalization [Abstract] | ||||
Common shares outstanding (in shares) | 8,050,000 | |||
Less: redemption of LIVK's Class A ordinary shares (in shares) | (7,479,065) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Instruments (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carry Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Bank credit agreement | $ 31,882 | $ 93,388 |
New Second Lien Facility | 16,120 | 0 |
Convertible notes payable | 0 | 32,930 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Bank credit agreement | 31,897 | 92,363 |
New Second Lien Facility | 16,214 | 0 |
Convertible notes payable | $ 0 | $ 43,303 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Embedded Derivative Liabilities (Details) - Fair Value, Inputs, Level 3 - Embedded Derivative Financial Instruments $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Opening balance, January 1 | $ 0 |
Recognition of embedded derivative liabilities | 4,406 |
Change in fair value | (4,406) |
Ending balance, December 31 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2021 |
Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent purchase price liability discount rate (as a percent) | 0.135 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Roll-Forward of Contingent Purchase Price Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Less: Current portion | $ 8,791 | $ 8,104 |
Obligation for contingent purchase price, net of current portion | 0 | 2,200 |
Fair Value, Inputs, Level 3 | Contingent Purchase Price Obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening balance, January 1 | 10,304 | 22,621 |
Cash payments | 0 | (4,314) |
Contingent consideration derecognized in connection with divesture of a business | 0 | (1,413) |
Change in fair value | (2,200) | (6,600) |
Accrued interest on the contingent consideration | 736 | 360 |
Effect of exchange rate fluctuations | (49) | (350) |
Ending balance, December 31 | $ 8,791 | $ 10,304 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Fair Value, Inputs, Level 3 - Private Placement Warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Opening balance, January 1 | $ 0 |
Assumed in business combination | 6,831 |
Change in fair value | (4,694) |
Ending balance, December 31 | $ 2,137 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 8,463 | $ 9,256 | |
Restricted cash | 177 | 176 | |
Total cash, cash equivalents and restricted cash | $ 8,640 | $ 9,432 | $ 6,366 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivables | $ 19,173 | $ 13,974 |
Unbilled accounts receivables | 11,716 | 7,578 |
Related party receivables - shareholders & key personnel | 0 | 1,305 |
Other receivables | 686 | 1,210 |
Allowance for doubtful accounts | (188) | (267) |
Total accounts receivable, net | $ 31,387 | $ 23,800 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Income tax receivables | $ 2,369 | $ 1,119 |
Prepaid expenses and other current assets | 5,121 | 2,821 |
Total prepaid expenses and other current assets | $ 7,490 | $ 3,940 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued wages, vacation & other employee related items | $ 2,387 | $ 5,871 |
Accrued interest | 381 | 2,223 |
Accrued incentive compensation | 654 | 795 |
Receipts not vouchered | 5,872 | 1,791 |
Accrued liabilities - Related Party | 17 | 0 |
Other accrued liabilities | 467 | 4,400 |
Total accrued liabilities | $ 9,778 | $ 15,080 |
Balance Sheet Details - Sched_5
Balance Sheet Details - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance, January 1 | $ 267 | $ 388 |
Charges to expense | 1,307 | 11 |
Write-offs and recoveries | (1,382) | (126) |
Foreign currency translation | (4) | (6) |
Ending balance, December 31 | $ 188 | $ 267 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,375 | $ 9,273 |
Less: accumulated depreciation | (7,268) | (5,845) |
Property and equipment, net | 3,107 | 3,428 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,210 | 3,727 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,179 | 2,333 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,691 | 1,631 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,240 | 1,475 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 55 | $ 107 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,200,000 | $ 1,000,000 |
Impairment expense | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020regionreporting_unit | Jun. 30, 2020reporting_unit | Sep. 30, 2020USD ($) | Dec. 31, 2021USD ($)reporting_unit | Dec. 31, 2020USD ($) | |
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 11,594,000 | $ 0 | |||
Number of primary regions operating in | region | 2 | ||||
Number of reporting units | reporting_unit | 2 | 5 | 2 | ||
Indefinite-lived intangible assets impairment | $ 0 | $ 1,600,000 | |||
Amortization expense | 5,800,000 | 5,500,000 | |||
Finite-lived intangible assets impairment | 0 | ||||
Accumulated amortization | 23,912,000 | ||||
Tradename | |||||
Goodwill [Line Items] | |||||
Indefinite-lived intangible assets | $ 16,300,000 | 17,600,000 | |||
Tradename | |||||
Goodwill [Line Items] | |||||
Averaging remaining economic life | 5 years | ||||
Accumulated amortization | $ 243,000 | ||||
Customer relationships | |||||
Goodwill [Line Items] | |||||
Accumulated amortization | $ 23,669,000 | 22,444,000 | |||
Commerce | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 4,915,000 | 4,900,000 | |||
Commerce | Customer relationships | |||||
Goodwill [Line Items] | |||||
Finite-lived intangible assets impairment | 3,500,000 | ||||
Analytics and Cloud | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 6,700,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Changes in Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 66,999,000 | $ 86,984,000 | $ 71,164,000 | $ 86,984,000 |
Disposals | (69,000) | |||
Impairments | (11,594,000) | 0 | ||
Foreign currency translation | 4,165,000 | (8,322,000) | (819,000) | |
Ending balance | 71,164,000 | 66,999,000 | 70,345,000 | 71,164,000 |
Analytics | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 7,483,000 | 15,566,000 | 15,566,000 | |
Disposals | 0 | |||
Impairments | (5,652,000) | |||
Foreign currency translation | (2,431,000) | |||
Ending balance | 7,483,000 | |||
Commerce | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 651,000 | 6,878,000 | 6,878,000 | |
Disposals | (69,000) | |||
Impairments | (4,915,000) | (4,900,000) | ||
Foreign currency translation | (1,243,000) | |||
Ending balance | 651,000 | |||
Cloud | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 4,006,000 | 5,965,000 | 5,965,000 | |
Disposals | 0 | |||
Impairments | (1,027,000) | |||
Foreign currency translation | (932,000) | |||
Ending balance | 4,006,000 | |||
Agile Nearshore | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 30,694,000 | 30,694,000 | 30,694,000 | |
Disposals | 0 | |||
Impairments | 0 | |||
Foreign currency translation | 0 | |||
Ending balance | 30,694,000 | |||
Transformation | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 24,165,000 | 27,881,000 | 27,881,000 | |
Disposals | 0 | |||
Impairments | 0 | |||
Foreign currency translation | (3,716,000) | |||
Ending balance | 24,165,000 | |||
LATAM | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 36,305,000 | 40,470,000 | ||
Foreign currency translation | 4,165,000 | (819,000) | ||
Ending balance | 40,470,000 | 36,305,000 | 39,651,000 | 40,470,000 |
USA | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 30,694,000 | 30,694,000 | ||
Foreign currency translation | 0 | 0 | ||
Ending balance | $ 30,694,000 | $ 30,694,000 | $ 30,694,000 | $ 30,694,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 91,149 | |
Currency Translation Adjustment | (1,004) | |
Accumulated Amortization | (23,912) | |
Total | $ 66,233 | $ 71,511 |
Weighted Average Remaining Useful Life (Years) | 11 years 8 months 12 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 89,915 | 89,915 |
Currency Translation Adjustment | (973) | 4,040 |
Accumulated Amortization | (23,669) | (22,444) |
Total | $ 65,273 | $ 71,511 |
Weighted Average Remaining Useful Life (Years) | 11 years 9 months 18 days | 12 years 9 months 18 days |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,234 | |
Currency Translation Adjustment | (31) | |
Accumulated Amortization | (243) | |
Total | $ 960 | |
Weighted Average Remaining Useful Life (Years) | 3 years 10 months 24 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Estimated Amortization for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 5,794 | |
2023 | 5,794 | |
2024 | 5,794 | |
2025 | 5,794 | |
2026 | 5,554 | |
Thereafter | 37,503 | |
Total | $ 66,233 | $ 71,511 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Remaining lease term | 5 years | |
Total lease expense | $ 3,800 | $ 3,200 |
Leases - Supplemental Informati
Leases - Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Weighted average remaining lease term, in years: | 2 years 10 months 28 days | 3 years 4 months 20 days |
Weighted average discount rate: | 8.40% | 8.50% |
Cash flows from operating activities, (in thousands USD) | ||
Cash paid for operating leases included in the measurement of lease liabilities | $ 3,711 | $ 3,699 |
Leases - Schedule of Future Exp
Leases - Schedule of Future Expected Maturities of Lease Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 3,234 |
2023 | 1,844 |
2024 | 1,197 |
2025 | 763 |
2026 | 289 |
Thereafter | 0 |
Total undiscounted lease payments | 7,327 |
Less: imputed interest | 734 |
Present value of operating lease liability | $ 6,593 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | May 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2021 | Dec. 20, 2021 | Nov. 22, 2021 | Jul. 18, 2019 |
Debt Instrument [Line Items] | |||||||
Borrowings | $ 65,048 | ||||||
Total debt | 57,112 | $ 137,343 | |||||
Less: current portion of debt | 14,838 | 11,380 | |||||
Long-term debt, net of unamortized debt issuance costs and current portion | 42,274 | 125,963 | |||||
Amortization of debt issue costs | 3,521 | 925 | |||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | (6,915) | (2,978) | |||||
Total debt | 29,967 | 95,410 | |||||
Line of Credit | Bank Revolving Credit Agreement Due November 10, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | 5,000 | 5,000 | |||||
Line of Credit | Bank Credit Agreement Due November 10, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | 31,882 | 93,388 | |||||
Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt issue costs | $ 100 | ||||||
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due July 18, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | 0 | $ 16,465 | |||||
Stated interest rate (as a percent) | 13.73% | 13.73% | |||||
Convertible Notes Payable | Credit Suisse Convertible Notes Payable Due July 18, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | 0 | $ 16,465 | |||||
Stated interest rate (as a percent) | 13.73% | 13.73% | |||||
Convertible Notes Payable | Convertible Notes Payable Due July 18, 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | 0 | $ (126) | |||||
Total debt | 0 | 32,804 | |||||
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due July 15, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | $ 6,372 | 0 | |||||
Stated interest rate (as a percent) | 11.00% | 11.00% | |||||
Convertible Notes Payable | Credit Suisse Convertible Notes Payable Due March 15, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | $ 9,748 | 0 | |||||
Stated interest rate (as a percent) | 17.41% | 17.41% | |||||
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | $ (945) | 0 | $ (900) | ||||
Total debt | 15,175 | 0 | |||||
Loans Payable | Paycheck Protection Program, CARES Act, Due May 1, 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | 7,673 | $ 9,129 | |||||
Stated interest rate (as a percent) | 1.00% | ||||||
Subordinated Debt | Related Party Subordinated Promissory Note Payable Due December 12, 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 673 | $ 0 | |||||
Stated interest rate (as a percent) | 20.00% | 20.00% | 14.00% | ||||
Subordinated Debt | Exitus Capital Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings | $ 3,700 | 0 | |||||
Unamortized debt issuance costs | (76) | 0 | |||||
Total debt | $ 3,624 | $ 0 |
Long-term Debt - Credit Agreeme
Long-term Debt - Credit Agreement (Details) - USD ($) | Dec. 29, 2021 | Dec. 27, 2021 | Nov. 22, 2021 | Nov. 15, 2021 | Sep. 30, 2021 | Aug. 20, 2021 | Jun. 24, 2021 | Mar. 22, 2021 | Feb. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 30, 2022 |
Line of Credit Facility [Line Items] | ||||||||||||||
Repayments of borrowings | $ 61,655,000 | $ 2,450,000 | ||||||||||||
Shares issued (in shares) | 2,760,000 | |||||||||||||
Fees payable | 6,900,000 | |||||||||||||
Proceeds from stock offering | $ 21,800,000 | $ 24,925,000 | 0 | |||||||||||
Common Class A | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Shares issued (in shares) | 4,439,333,000,000 | 461,236 | ||||||||||||
Warrants issued during period | $ 7,000,000 | |||||||||||||
Bank Revolving Credit Agreement Due November 10, 2023 | Line of Credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | $ 1,500,000 | ||||||||||||
Loan covenant default interest rate (as a percent) | 2.00% | |||||||||||||
Interest rate at period end (as a percent) | 10.00% | |||||||||||||
Annual commitment fee (as a percent) | 0.50% | |||||||||||||
Availability under facility | $ 0 | $ 0 | ||||||||||||
Bank Revolving Credit Agreement Due November 10, 2023 | Line of Credit | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 8.00% | |||||||||||||
Bank Revolving Credit Agreement Due November 10, 2023 | Line of Credit | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 9.00% | |||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 98,000,000 | 75,000,000 | ||||||||||||
Loan covenant default interest rate (as a percent) | 2.00% | |||||||||||||
Interest rate at period end (as a percent) | 10.00% | |||||||||||||
Periodic principal payments | $ 1,000,000 | $ 600,000 | ||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 8.00% | |||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate (as a percent) | 9.00% | |||||||||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Repayments of borrowings | $ 20,000,000 | |||||||||||||
Amended terms fee | 2,900,000 | $ 4,000,000 | ||||||||||||
Required breach of covenant payment | $ 20,000,000 | |||||||||||||
Future equity issuances required to be repayments of debt (as a percent) | 60.00% | |||||||||||||
Repayments of debt | $ 13,700,000 | |||||||||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | Subsequent Event | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Amended terms fee | $ 500,000 | |||||||||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | April and May Principal Payments | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Deferred principal payments | 1,000,000 | |||||||||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | June and July Principal Payments | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Deferred principal payments | $ 1,000,000 | |||||||||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | April, May, June and July Principal Payments | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Deferred principal payments | $ 4,000,000 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes (Details) - USD ($) | Dec. 27, 2021 | May 08, 2021 | Jan. 31, 2020 | Jul. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 22, 2021 |
Debt Instrument [Line Items] | |||||||
Conversion of debt | $ 4,700,000 | $ 0 | |||||
Amortization of debt issue costs | 3,521,000 | $ 925,000 | |||||
Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of debt | $ 38,100,000 | ||||||
Shares issued upon conversion of debt (in shares) | 115,923 | ||||||
Amortization of debt issue costs | $ 100,000 | ||||||
Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due July 18, 2024 | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 12,500,000 | ||||||
Stated interest rate (as a percent) | 13.73% | 13.73% | |||||
Increase in face amount | $ 2,050,000 | ||||||
Interest capitalization period | 6 months | ||||||
Credit Suisse Convertible Notes Payable Due July 18, 2024 | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 12,500,000 | ||||||
Stated interest rate (as a percent) | 13.73% | 13.73% | |||||
Increase in face amount | $ 2,050,000 | ||||||
Interest capitalization period | 6 months | ||||||
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 20,700,000 | ||||||
Debt issuance costs | $ 945,000 | $ 0 | $ 900,000 | ||||
Maximum shares converted into | 2,098,545 | ||||||
Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due July 15, 2023 | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 11.00% | 11.00% | |||||
Conversion options exercised | $ 4,500,000 | ||||||
Credit Suisse Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 17.41% | 17.41% | |||||
Conversion options exercised | $ 200,000 |
Long-term Debt - Paycheck Prote
Long-term Debt - Paycheck Protection Program Loans (Details) $ in Thousands | Jan. 19, 2022USD ($) | Jun. 13, 2021USD ($) | Mar. 09, 2021USD ($) | Dec. 25, 2020USD ($) | May 01, 2020USD ($)subsidiary | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Proceeds from loans | $ 24,524 | $ 13,370 | |||||
Long-term debt | 57,112 | 137,343 | |||||
Current portion of long-term debt | 14,838 | 11,380 | |||||
Paycheck Protection Program, CARES Act, Due May 1, 2022 | Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Number of subsidiaries receiving loans | subsidiary | 4 | ||||||
Proceeds from loans | $ 9,300 | ||||||
Loans eligible for forgiveness | $ 9,300 | ||||||
Long-term debt | $ 7,673 | $ 9,129 | |||||
Paycheck Protection Program, CARES Act, $0.2 Million | Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt forgiven | $ 100 | ||||||
Debt instrument, face amount | $ 200 | ||||||
Paycheck Protection Program, CARES Act, $0.3 Million | Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt forgiven | $ 100 | ||||||
Debt instrument, face amount | $ 300 | ||||||
Paycheck Protection Program, CARES Act, $1.2 Million | Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt forgiven | $ 1,200 | ||||||
Debt instrument, face amount | $ 1,200 | ||||||
Paycheck Protection Program, CARES Act, $7.6 Million | Loans Payable | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt forgiven | $ 7,300 | ||||||
Debt instrument, face amount | 7,600 | ||||||
Long-term debt | 300 | ||||||
Current portion of long-term debt | $ 100 |
Long-term Debt - Subordinated P
Long-term Debt - Subordinated Promissory Note (Details) - Related Party Subordinated Promissory Note Payable Due December 12, 2021 - Subordinated Debt - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 21, 2021 | Dec. 20, 2021 | Jun. 24, 2021 |
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 0.7 | |||
Stated interest rate (as a percent) | 20.00% | 20.00% | 14.00% |
Long-term Debt - Exitus Capital
Long-term Debt - Exitus Capital Subordinated Debt (Details) | Jul. 26, 2021USD ($)payment_term | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 25, 2022USD ($) |
Debt Instrument [Line Items] | ||||
Proceeds from loans | $ 24,524,000 | $ 13,370,000 | ||
Exitus Capital Subordinated Debt | Subordinated Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 3,700,000 | |||
Additional payment terms | payment_term | 2 | |||
Additional payment terms period | 6 months | |||
Proceeds from loans | $ 3,200,000 | |||
Debt discount | $ 500,000 | |||
Annual interest moratorium (as a percent) | 36.00% | |||
Debt issuance costs | $ 76,000 | $ 0 | ||
Exitus Capital Subordinated Debt | Subordinated Debt | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | $ 500,000 |
Long-term Debt - Schedule of Am
Long-term Debt - Schedule of Amended Covenants Computation Period (Details) $ in Thousands | Dec. 31, 2022USD ($) | Sep. 30, 2022USD ($) | Jun. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Bank Credit Agreement Due November 10, 2023, Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due July 18, 2024 and Credit Suisse Convertible Notes Payable Due July 18, 2024 | |||||
Debt Instrument [Line Items] | |||||
Capital Expenditure Annual Limit | $ 2,100 | ||||
Forecast | Bank Credit Agreement Due November 10, 2023, Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due July 18, 2024 and Credit Suisse Convertible Notes Payable Due July 18, 2024 | |||||
Debt Instrument [Line Items] | |||||
Capital Expenditure Annual Limit | $ 2,200 | $ 2,100 | $ 2,100 | $ 2,100 | |
Forecast | Bank Credit Agreement Due November 10, 2023 | |||||
Debt Instrument [Line Items] | |||||
Fixed Charge Coverage Ratio to exceed | 1 | 0.20 | 0.20 | ||
Total Leverage Ratio not to exceed | 4 | 4 | 4 | 7.15 | |
Forecast | Convertible Notes Payable Due March 15, 2023 | |||||
Debt Instrument [Line Items] | |||||
Fixed Charge Coverage Ratio to exceed | 1 | 0.20 | 0.20 | ||
Total Leverage Ratio not to exceed | 10 | 10 | 10 | 19.15 |
Long-term Debt - Schedule of An
Long-term Debt - Schedule of Annual Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 14,287 | |
2023 | 50,626 | |
2024 | 95 | |
2025 | 40 | |
Thereafter | 0 | |
Total debt | 65,048 | |
Less: unamortized debt issuance cost | (7,936) | |
Total debt, net of unamortized debt issuance costs | $ 57,112 | $ 137,343 |
Other Income (Expense) (Details
Other Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Foreign exchange (loss) gain, net | $ (1,936) | $ 3,597 |
Forgiveness of PPP loan | 1,306 | 142 |
Gain on disposition of a business | 0 | 1,110 |
Interest income | 70 | 112 |
Other non-operating expense | (524) | (436) |
Total other income (expense) | $ (1,084) | $ 4,525 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | ||
(Loss) before income tax expense | $ (19,588) | $ (23,991) |
USA | ||
Income Tax Examination [Line Items] | ||
(Loss) before income tax expense | (15,021) | (2,608) |
Mexico | ||
Income Tax Examination [Line Items] | ||
(Loss) before income tax expense | (5,111) | (22,082) |
Other Countries | ||
Income Tax Examination [Line Items] | ||
(Loss) before income tax expense | $ 544 | $ 699 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current income tax | $ 702 | $ 943 |
Deferred income tax | (242) | 1,398 |
Total income tax expense | $ 460 | $ 2,341 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
(Loss) before income tax expense | $ (19,588) | $ (23,991) |
Statutory tax rates (as a percent) | 21.00% | 21.00% |
Computed expected income tax benefit | $ (4,113) | $ (5,038) |
Increase (decrease) in income taxes resulting from: | ||
Change in deferred tax asset valuation allowance | 5,509 | 4,751 |
Permanent amortization | 0 | 3,498 |
Non-deductible expenses | 1,001 | 1,724 |
Foreign tax rate differential | (376) | (2,320) |
State and local income taxes, net of federal income tax benefit | 84 | (51) |
Taxable inflation adjustment | (597) | 23 |
Non deductible interest | 172 | 210 |
Provision to return | 0 | 483 |
Effect of change in state rate | (4) | (167) |
CARES Act | 0 | (337) |
Non-taxable income | (1,229) | 0 |
Other, net | 13 | (435) |
Total income tax expense | $ 460 | $ 2,341 |
Effective tax rate (as a percent) | 2.30% | (9.80%) |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Rate by Jurisdiction (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Examination [Line Items] | ||
Statutory tax rates (as a percent) | 21.00% | 21.00% |
United States | ||
Income Tax Examination [Line Items] | ||
Statutory tax rates (as a percent) | 21.00% | 21.00% |
Mexico | ||
Income Tax Examination [Line Items] | ||
Statutory tax rates (as a percent) | 30.00% | 30.00% |
Brazil | ||
Income Tax Examination [Line Items] | ||
Statutory tax rates (as a percent) | 34.00% | 34.00% |
Argentina | ||
Income Tax Examination [Line Items] | ||
Statutory tax rates (as a percent) | 30.00% | 30.00% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Tax loss carryforward | $ 13,425 | $ 6,353 | |
Provision for doubtful accounts | 45 | 67 | |
Fixed assets | 218 | 250 | |
Accrued liabilities and other expenses | 2,434 | 3,444 | |
Deferred revenues | 376 | 445 | |
Business interest limitation | 4,805 | 2,225 | |
Operating lease liability | 1,735 | 2,178 | |
Equity-based compensation | 0 | 648 | |
Intangible assets | 138 | 177 | |
Other | 1,023 | 369 | |
Gross deferred tax assets: | 24,199 | 16,156 | |
Less: Valuation allowance | (15,612) | (10,010) | $ (5,124) |
Total deferred tax assets | 8,587 | 6,146 | |
Deferred tax liabilities: | |||
Intangible assets | 6,838 | 5,123 | |
Operating lease ROU assets | 1,695 | 2,130 | |
Property and Equipment | 153 | 515 | |
Obligation for contingent purchase price | 2,128 | 777 | |
Other | 535 | 674 | |
Total deferred tax liabilities | 11,349 | 9,219 | |
Net deferred tax liabilities | $ (2,762) | $ (3,073) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | ||
Opening balance January 1, | $ 10,010 | $ 5,124 |
Utilization during the year | 0 | (99) |
Increases during the year | 5,602 | 4,985 |
Closing balance December 31, | $ 15,612 | $ 10,010 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Examination [Line Items] | |||
Valuation allowance | $ 15,612 | $ 10,010 | $ 5,124 |
Domestic Tax Authority | |||
Income Tax Examination [Line Items] | |||
Tax loss carryforwards | 24,900 | ||
State and Local Jurisdiction | |||
Income Tax Examination [Line Items] | |||
Tax loss carryforwards | 10,300 | ||
Foreign Tax Authority | |||
Income Tax Examination [Line Items] | |||
Tax loss carryforwards | $ 25,400 |
Net Revenues - Schedule of Disa
Net Revenues - Schedule of Disaggregated Revenues by Contract Type and Timing of Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 158,668 | $ 163,987 |
Time and materials | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 130,603 | 144,658 |
Fixed price | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 28,065 | $ 19,329 |
Net Revenues - Schedule of Defe
Net Revenues - Schedule of Deferred Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenues | $ 1,789 | $ 2,143 |
Revenue recognized, that was deferred in the previous year | $ 1,299 | $ 1,649 |
Net Revenues - Narrative (Detai
Net Revenues - Narrative (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 13.00% | 18.00% |
Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 10.00% | 13.00% |
Customer Three | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 12.00% |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021operating_segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment Reporting and Geograp_4
Segment Reporting and Geographic Information - Schedule of Geographic Net Revenues and Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 158,668 | $ 163,987 |
Long-Lived Assets | 9,541 | 11,551 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 103,436 | 113,073 |
Long-Lived Assets | 5,837 | 7,748 |
Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 55,232 | 50,914 |
Long-Lived Assets | $ 3,704 | $ 3,803 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) | 1 Months Ended |
Nov. 30, 2021position | |
Restructuring and Related Activities [Abstract] | |
Number of positions prior to consolidation | 8 |
Number of positions upon consolidation | 4 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 2,939 | |
Restructuring charges | 911 | $ 5,524 |
Payments | 3,298 | |
Ending balance | 552 | 2,939 |
Organization Restructuring | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Restructuring charges | 782 | |
Payments | 230 | |
Ending balance | 552 | 0 |
One AgileThought | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,222 | |
Restructuring charges | 0 | |
Payments | 2,222 | |
Ending balance | 0 | 2,222 |
COVID Plan | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 717 | |
Restructuring charges | 129 | |
Payments | 846 | |
Ending balance | $ 0 | $ 717 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Warrants Disclosure [Abstract] | |
Number of securities called by each warrant or right (in shares) | shares | 1 |
Warrant liability, number of securities called by each warrant or right (in shares) | shares | 1 |
Warrants outstanding (in shares) | shares | 8,050,000 |
Warrant liability, warrants outstanding (in shares) | shares | 2,811,250 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 |
Expiration term of warrants | 5 years |
Warrant liability, exercise price (in dollars per share) | $ / shares | $ 11.50 |
Period following business combination | 30 days |
Redemption price per share (in dollars per share) | $ / shares | $ 0.01 |
Minimum prior written notice of redemption period | 30 days |
Warrant redemption, stock price trigger (in dollars per share) | $ / shares | $ 18 |
Trading days within trading day period | 20 days |
Trading day period | 30 days |
Stockholders_ Equity - Common a
Stockholders’ Equity - Common and Preferred Stock (Details) $ / shares in Units, $ in Thousands | Dec. 29, 2021shares | Dec. 28, 2021shares | Dec. 27, 2021USD ($)shares | Dec. 21, 2021USD ($)$ / sharesshares | Aug. 20, 2021shares | Dec. 31, 2021USD ($)vote$ / sharesshares | May 09, 2021class_of_stock | May 08, 2021class_of_equity | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||||
Number of classes of common stock | class_of_stock | 2 | ||||||||
Common stock authorized (in shares) | 210,000,000 | 210,000,000 | |||||||
Common stock issued (in shares) | 50,402,763 | ||||||||
Common stock outstanding (in shares) | 41,970,915 | 50,402,763 | 34,557,480 | ||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Shares issued (in shares) | 2,760,000 | ||||||||
Stock issued during period | $ | $ 21,819 | ||||||||
Preferred stock authorized (in shares) | 10,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Preferred stock issued (in shares) | 0 | ||||||||
Preferred stock outstanding (in shares) | 0 | ||||||||
Number of classes of equity | class_of_equity | 3 | ||||||||
Over-Allotment Option | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 6.51 | ||||||||
Aggregate proceeds from transaction | $ | $ 21,800 | ||||||||
Class A | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock authorized (in shares) | 210,000,000 | ||||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Votes per common share | vote | 1 | ||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 7 | ||||||||
Shares issued (in shares) | 4,439,333,000,000 | 461,236 | |||||||
Issuance of common stock to First Lien Facility administrative agent (in shares) | 4,439,333 | ||||||||
Class A | Chief Executive Officer | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued (in shares) | 441,409 | ||||||||
Stock issued during period | $ | $ 4,500 | ||||||||
Class A | Chief Operating Officer | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued (in shares) | 19,827 | ||||||||
Stock issued during period | $ | $ 200 | ||||||||
Class A | Public Stock Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares issued (in shares) | 3,560,710 | ||||||||
Class A | Legacy LIVK | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock outstanding (in shares) | 0 | 431,682 | |||||||
Class B | Legacy LIVK | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock outstanding (in shares) | 0 | 37,538 |
Stockholders_ Equity - Redeemab
Stockholders’ Equity - Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | Feb. 02, 2021USD ($)vote$ / sharesshares | Dec. 31, 2021shares |
Temporary Equity [Line Items] | ||
Number of shares issued (in shares) | shares | 2,000,000 | |
Redemption price (in dollars per share) | $ 10 | |
Aggregate purchase price | $ | $ 20 | |
Conversion of redeemable convertible preferred stock into common shares (in shares) | 1 | |
Redeemable convertible preferred stock conversion ratio | 0.9 | |
Redeemable convertible preferred stock (in dollars per share) | $ 16.6667 | |
Redeemable convertible preferred stock, votes per share | vote | 0 | |
Redeemable convertible preferred stock outstanding (in shares) | shares | 0 | |
Temporary Equity, Redemption Term One | ||
Temporary Equity [Line Items] | ||
Redemption price (in dollars per share) | $ 15 | |
Temporary Equity, Redemption Term Two | ||
Temporary Equity [Line Items] | ||
Redemption price (in dollars per share) | $ 10 | |
Additional interest (as a percent) | 18.00% |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders - basic | $ (20,070) | $ (26,177) |
Net loss attributable to common stockholders - diluted | $ (20,070) | $ (26,177) |
Weighted average number of common stock - basic (in shares) | 37,331,820 | 34,557,480 |
Weighted average number of common stock - diluted (in shares) | 37,331,820 | 34,557,480 |
Net loss per common stock - basic (in dollars per share) | $ (0.54) | $ (0.76) |
Net loss per common stock - diluted (in dollars per share) | $ (0.54) | $ (0.76) |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potential Shares of Antidilutive Common Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Public and private warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 10,861,250 | 0 |
Class A common stock held by administrative agent with restricted resale rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 4,439,333 | 0 |
Unvested stock based compensation awards for Class A common stock with service and performance vesting conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 0 | 1,500 |
Equity-based Arrangements - 202
Equity-based Arrangements - 2021 Equity Incentive Plan (Details) - 2021 Equity Incentive Plan - Common Class A Awards | Aug. 18, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance of awards (in shares) | 5,283,216 |
Total number of shares of capital stock outstanding (as a percent) | 5.00% |
Equity-based Arrangements - Emp
Equity-based Arrangements - Employee Stock Purchase Plan (Details) - Employee Stock - Employee Stock Purchase Plan | Aug. 18, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance of awards (in shares) | 1,056,643 |
Total number of shares of capital stock outstanding (as a percent) | 1.00% |
Initial share reserve (as a percent) | 200.00% |
Purchase price of common stock (as a percent) | 85.00% |
Equity-based Arrangements - 2_2
Equity-based Arrangements - 2020 Equity Plan (Details) - 2020 Equity Plan - USD ($) $ in Millions | May 09, 2021 | Aug. 04, 2020 | Dec. 31, 2021 | Aug. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Grant date fair value | $ 5.8 | |||||
Shares accelerated in period (in shares) | 1,372 | |||||
Accelerated equity-based compensation expense | $ 1 | |||||
Cancelled in period (in shares) | 4,921 | |||||
Forfeited in period (in shares) | 1,472 | |||||
Common Class A Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 5.5 | |||||
Senior Employees | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 7,465 | |||||
Board Members | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | 300 | |||||
Equity-based compensation expense | $ 0.2 |
Equity-based Arrangements - Agi
Equity-based Arrangements - AgileThought, LLC PIP (Details) - Class A common stock held by administrative agent with restricted resale rights - AgileThought, LLC PIP $ in Millions | 1 Months Ended |
Jul. 31, 2019USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 3,150 |
Grant date fair value | $ | $ 1.2 |
Share-Based Payment Award, Performance Period One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 1,050 |
Share-Based Payment Award, Performance Period Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 1,050 |
Share-Based Payment Award, Performance Period Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 1,050 |
Equity-based Arrangements - 4th
Equity-based Arrangements - 4th Source Performance Incentive Plan (Details) - Class A common stock held by administrative agent with restricted resale rights - 4th Source Performance Incentive Plan $ in Millions | Nov. 15, 2018USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 8,394 |
Grant date fair value | $ | $ 2.9 |
Share-Based Payment Award, Performance Period One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 3,222 |
Share-Based Payment Award, Performance Period Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 4,528 |
Share-Based Payment Award, Performance Period Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 644 |
Equity-based Arrangements - A_2
Equity-based Arrangements - AgileThought Inc. Management Performance Share Plan (Details) - Class A common stock held by administrative agent with restricted resale rights - AgileThought Inc. Management Performance Share Plan - shares | 3 Months Ended | |
Aug. 16, 2021 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 1,232 | |
Cancelled in period (in shares) | 1,232 |
Equity-based Arrangements - 201
Equity-based Arrangements - 2017 AN Management Stock Compensation Plan (Details) | 3 Months Ended |
Aug. 16, 2021shares | |
Restricted Stock Units (RSUs) | 2017 AN Management Stock Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cancelled in period (in shares) | 1,880 |
Equity-based Arrangements - Sum
Equity-based Arrangements - Summary of Equity-Based Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Awards | |
Awards outstanding, beginning balance (in shares) | shares | 20,127 |
Awards granted (in shares) | shares | 0 |
Awards forfeited / cancelled (in shares) | shares | (18,755) |
Awards vested (in shares) | shares | (1,372) |
Awards outstanding, ending balance (in shares) | shares | 0 |
Awards vested as of December 31, 2021 (in shares) | shares | 1,372 |
Awards expected to vest as of December 31, 2021 (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Awards outstanding, beginning balance (in dollars per share) | $ / shares | $ 577.18 |
Awards granted (in dollars per share) | $ / shares | 0 |
Awards forfeited / cancelled (in dollars per share) | $ / shares | 558.20 |
Awards vested (in dollars per share) | $ / shares | 745.92 |
Awards outstanding, beginning balance (in dollars per share) | $ / shares | 0 |
Awards vested as of December 31, 2021 (in dollars per share) | $ / shares | 745.92 |
Awards expected to vest as of December 31, 2021 (in dollars per share) | $ / shares | $ 0 |
Equity-based Arrangements - AT
Equity-based Arrangements - AT PIP (Details) | Dec. 31, 2021USD ($) |
Share-based Payment Arrangement [Abstract] | |
Unrecognized stock-based compensation | $ 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Dec. 29, 2021 | Dec. 27, 2021 | Nov. 15, 2021 | Sep. 30, 2021 | Aug. 20, 2021 | Dec. 31, 2021 | Jun. 24, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Liabilities for labor lawsuits and litigation | $ 1,400 | $ 800 | ||||||
Stock issued during period | 21,819 | |||||||
Issuance of common stock in offering, net of transaction cost of $3.1 million (in shares) | 2,760,000 | |||||||
Fees payable | $ 6,900 | |||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Required breach of covenant payment | $ 20,000 | |||||||
Amended terms fee | 2,900 | $ 4,000 | ||||||
Secured Debt | Bank Credit Agreement Due November 10, 2023 | Line of Credit | April, May, June and July Principal Payments | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred principal payments | $ 4,000 | |||||||
Common Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued during period | $ 7,000 | |||||||
Issuance of common stock in offering, net of transaction cost of $3.1 million (in shares) | 4,439,333,000,000 | 461,236 |
Supplemental Cash Flows (Detail
Supplemental Cash Flows (Details) - USD ($) $ in Thousands | Aug. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Supplemental disclosure of non-cash investing activities & cash flow information | |||
Assumption of merger warrants liability | $ 15,123 | $ 15,123 | $ 0 |
Contingent consideration forgiven upon disposition of business | 0 | 1,413 | |
Right-of-use assets obtained in exchange for operating lease liabilities | 1,573 | 572 | |
Forgiveness of loans | 1,306 | 142 | |
Cash paid during the year for interest | 7,864 | 10,289 | |
Cash paid during the year for income tax | 2,025 | 2,532 | |
Fees due to creditor | 6,900 | 0 | |
Convertible notes exchanged for Class A common stock | $ 4,700 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 27, 2022 | Jan. 19, 2022 | Dec. 31, 2021 | Mar. 30, 2022 | Jan. 25, 2022 | Nov. 15, 2021 | Jul. 26, 2021 | Jun. 24, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Total debt, net of unamortized debt issuance costs | $ 57,112,000 | $ 137,343,000 | |||||||
Current portion of long-term debt | $ 14,838,000 | 11,380,000 | |||||||
Awards granted (in shares) | 0 | ||||||||
Shares vested (in shares) | 1,372 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock reserved for issuance of awards (in shares) | 13,900,557 | ||||||||
Awards granted (in shares) | 2,328,000 | ||||||||
Shares vested (in shares) | 87,999 | ||||||||
Fair value of vested shares | $ 300,000 | ||||||||
Subsequent Event | 2021 Equity Incentive Plan | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock reserved for issuance of awards (in shares) | 12,843,914 | ||||||||
Subsequent Event | Employee Stock Purchase Plan | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock reserved for issuance of awards (in shares) | 1,056,643 | ||||||||
Line of Credit | |||||||||
Subsequent Event [Line Items] | |||||||||
Total debt, net of unamortized debt issuance costs | $ 29,967,000 | 95,410,000 | |||||||
Debt issuance costs | 6,915,000 | 2,978,000 | |||||||
Paycheck Protection Program, CARES Act, $7.6 Million | Loans Payable | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt forgiven | $ 7,300,000 | ||||||||
Debt instrument, face amount | 7,600,000 | ||||||||
Total debt, net of unamortized debt issuance costs | 300,000 | ||||||||
Current portion of long-term debt | $ 100,000 | ||||||||
Exitus Capital Subordinated Debt | Subordinated Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, face amount | $ 3,700,000 | ||||||||
Total debt, net of unamortized debt issuance costs | 3,624,000 | 0 | |||||||
Debt issuance costs | $ 76,000 | $ 0 | |||||||
Exitus Capital Subordinated Debt | Subordinated Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt issuance costs | $ 500,000 | ||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Amended terms fee | $ 2,900,000 | $ 4,000,000 | |||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Subsequent Event | Secured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Amended terms fee | $ 500,000 |