Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39157 | |
Entity Registrant Name | AgileThought, Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,404,369 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001790625 | |
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 $11.50 per share | |
Trading Symbol | AGILW | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 4,024 | $ 8,691 |
Accounts receivable, net | 27,275 | 29,061 |
Prepaid expenses and other current assets | 7,317 | 9,860 |
Current VAT receivables | 8,879 | 8,228 |
Total current assets | 47,495 | 55,840 |
Property and equipment, net | 3,414 | 3,244 |
Goodwill and indefinite-lived intangible assets | 70,067 | 87,661 |
Finite-lived intangible assets, net | 60,602 | 61,355 |
Operating lease right of use assets, net | 4,458 | 6,462 |
Other noncurrent assets | 557 | 677 |
Total noncurrent assets | 139,098 | 159,399 |
Total assets | 186,593 | 215,239 |
Current liabilities: | ||
Accounts payable | 16,339 | 11,427 |
Accrued liabilities | 14,265 | 9,114 |
Income taxes payable | 506 | 226 |
Other taxes payable | 9,623 | 10,665 |
Current portion of operating lease liabilities | 1,561 | 2,092 |
Deferred revenue | 3,515 | 2,151 |
Purchase price obligation note payable | 10,737 | 10,243 |
Current portion of long-term debt and financing obligations | 91,236 | 37,194 |
Embedded derivative liabilities | 0 | 7 |
Other current liabilities | 3,452 | 3,452 |
Total current liabilities | 151,234 | 86,571 |
Long-term debt and financing obligations, net of current portion | 283 | 39,395 |
Deferred tax liabilities, net | 3,678 | 3,627 |
Operating lease liabilities, net of current portion | 1,987 | 3,470 |
Warrant liability | 170 | 2,306 |
Other noncurrent liabilities | 7 | 0 |
Total liabilities | 157,359 | 135,369 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Class A common stock $0.0001 par value, 210,000,000 shares authorized, 52,385,919 and 48,402,534 shares issued as of June 30, 2023 and December 31, 2022, respectively | 5 | 5 |
Treasury stock, 2,423,204 shares at cost as of June 30, 2023 and December 31, 2022 | 0 | 0 |
Additional paid-in capital | 211,717 | 204,126 |
Accumulated deficit | (164,784) | (106,431) |
Accumulated other comprehensive loss | (17,621) | (17,776) |
Total stockholders' equity attributable to the Company | 29,317 | 79,924 |
Noncontrolling interests | (83) | (54) |
Total stockholders' equity | 29,234 | 79,870 |
Total liabilities and stockholders' equity | $ 186,593 | $ 215,239 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 issued (in shares) | 52,385,919 | 48,402,534 |
Treasury stock (in shares) | 2,423,204 | 2,423,204 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 38,325 | $ 46,166 | $ 80,169 | $ 90,390 |
Cost of revenue | 26,040 | 30,138 | 52,951 | 59,851 |
Gross profit | 12,285 | 16,028 | 27,218 | 30,539 |
Operating expenses: | ||||
Selling, general and administrative expenses | 14,834 | 12,244 | 30,883 | 25,550 |
Depreciation and amortization | 1,881 | 1,737 | 3,744 | 3,491 |
Change in fair value of embedded derivative | (3,306) | 0 | (4,685) | 0 |
Change in fair value of warrant liability | (1,321) | 478 | (2,136) | 956 |
(Gain) Loss on debt extinguishment | (101) | (950) | 10,061 | 6,186 |
Equity-based compensation expense | 989 | 2,019 | 2,536 | 2,537 |
Impairment charges | 0 | 0 | 19,070 | 0 |
Restructuring expense | 1,101 | 162 | 3,618 | 915 |
Other operating expenses, net | 3,497 | 575 | 4,969 | 1,196 |
Total operating expenses | 17,574 | 16,265 | 68,060 | 40,831 |
Loss from operations | (5,289) | (237) | (40,842) | (10,292) |
Interest expense, net | (15,710) | (2,779) | (19,927) | (6,092) |
Other income (expense), net | 1,120 | (514) | 2,838 | 6,807 |
Loss before income taxes | (19,879) | (3,530) | (57,931) | (9,577) |
Income tax expense (benefit) | 430 | (28) | 449 | 223 |
Net loss | (20,309) | (3,502) | (58,380) | (9,800) |
Net (loss) income attributable to noncontrolling interests | (15) | 43 | (27) | 92 |
Net loss attributable to the Company | $ (20,294) | $ (3,545) | $ (58,353) | $ (9,892) |
Loss earning per share | ||||
Basic (in dollars per share) | $ (0.42) | $ (0.08) | $ (1.21) | $ (0.21) |
Diluted (in dollars per share) | $ (0.42) | $ (0.08) | $ (1.21) | $ (0.21) |
Weighted average number of shares: | ||||
Basic (in shares) | 48,819,648 | 46,043,419 | 48,079,580 | 46,028,557 |
Diluted (in shares) | 48,819,648 | 46,043,419 | 48,079,580 | 46,028,557 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (20,309) | $ (3,502) | $ (58,380) | $ (9,800) |
Actuarial loss | 19 | (1) | 114 | 3 |
Foreign currency translation adjustments | (494) | (934) | 39 | (593) |
Comprehensive loss | (20,784) | (4,437) | (58,227) | (10,390) |
Less: Comprehensive (loss) income attributable to noncontrolling interests | (14) | 42 | (29) | 88 |
Comprehensive loss attributable to the Company | $ (20,770) | $ (4,479) | $ (58,198) | $ (10,478) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2021 | 50,402,763 | ||||||
Beginning balance at Dec. 31, 2021 | $ 94,648 | $ 5 | $ (294) | $ 198,649 | $ (86,251) | $ (17,362) | $ (99) |
Beginning balance (in shares) at Dec. 31, 2021 | 181,381 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (6,298) | (6,347) | 49 | ||||
Equity-based compensation (in shares) | 87,999 | ||||||
Equity-based compensation | 518 | 518 | |||||
Employee withholding taxes paid related to net share settlements (in shares) | 17,359 | 17,359 | |||||
Employee withholding taxes paid related to net share settlements | 0 | $ (97) | 97 | ||||
Redemption of public warrants (in shares) | 20 | ||||||
Other comprehensive expense (income) | 4 | 4 | |||||
Foreign currency translation adjustments | 341 | 344 | (3) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 50,473,423 | ||||||
Ending balance at Mar. 31, 2022 | 89,213 | $ 5 | $ (391) | 199,264 | (92,598) | (17,014) | (53) |
Ending balance (in shares) at Mar. 31, 2022 | 198,740 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 50,402,763 | ||||||
Beginning balance at Dec. 31, 2021 | 94,648 | $ 5 | $ (294) | 198,649 | (86,251) | (17,362) | (99) |
Beginning balance (in shares) at Dec. 31, 2021 | 181,381 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (9,800) | ||||||
Foreign currency translation adjustments | (593) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 48,171,500 | ||||||
Ending balance at Jun. 30, 2022 | 86,795 | $ 5 | $ (597) | 201,489 | (96,143) | (17,948) | (11) |
Ending balance (in shares) at Jun. 30, 2022 | 2,662,061 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 50,473,423 | ||||||
Beginning balance at Mar. 31, 2022 | 89,213 | $ 5 | $ (391) | 199,264 | (92,598) | (17,014) | (53) |
Beginning balance (in shares) at Mar. 31, 2022 | 198,740 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (3,502) | (3,545) | 43 | ||||
Equity-based compensation (in shares) | 161,398 | ||||||
Equity-based compensation | 2,019 | 2,019 | |||||
Employee withholding taxes paid related to net share settlements (in shares) | 40,117 | 40,117 | |||||
Employee withholding taxes paid related to net share settlements | 0 | $ (206) | 206 | ||||
Monroe share settlement (in shares) | (2,423,204) | 2,423,204 | |||||
Other comprehensive expense (income) | (1) | (1) | |||||
Foreign currency translation adjustments | (934) | (933) | (1) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 48,171,500 | ||||||
Ending balance at Jun. 30, 2022 | 86,795 | $ 5 | $ (597) | 201,489 | (96,143) | (17,948) | (11) |
Ending balance (in shares) at Jun. 30, 2022 | 2,662,061 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 48,402,534 | ||||||
Beginning balance at Dec. 31, 2022 | $ 79,870 | $ 5 | $ 0 | 204,126 | (106,431) | (17,776) | (54) |
Beginning balance (in shares) at Dec. 31, 2022 | 2,423,204 | 2,423,204 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | $ (38,071) | (38,059) | (12) | ||||
Equity-based compensation (in shares) | 8,230 | ||||||
Equity-based compensation | 1,547 | 1,547 | |||||
Collateral shares issued to subordinated creditors (in shares) | 1,622,079 | ||||||
Redemption of public warrants (in shares) | 0 | ||||||
Other comprehensive expense (income) | 95 | 96 | (1) | ||||
Foreign currency translation adjustments | 533 | 535 | (2) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 50,032,843 | ||||||
Ending balance at Mar. 31, 2023 | 43,974 | $ 5 | $ 0 | 205,673 | (144,490) | (17,145) | (69) |
Ending balance (in shares) at Mar. 31, 2023 | 2,423,204 | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 48,402,534 | ||||||
Beginning balance at Dec. 31, 2022 | $ 79,870 | $ 5 | $ 0 | 204,126 | (106,431) | (17,776) | (54) |
Beginning balance (in shares) at Dec. 31, 2022 | 2,423,204 | 2,423,204 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | $ (58,380) | ||||||
Foreign currency translation adjustments | 39 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 52,385,919 | ||||||
Ending balance at Jun. 30, 2023 | $ 29,234 | $ 5 | $ 0 | 211,717 | (164,784) | (17,621) | (83) |
Ending balance (in shares) at Jun. 30, 2023 | 2,423,204 | 2,423,204 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 50,032,843 | ||||||
Beginning balance at Mar. 31, 2023 | $ 43,974 | $ 5 | $ 0 | 205,673 | (144,490) | (17,145) | (69) |
Beginning balance (in shares) at Mar. 31, 2023 | 2,423,204 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (20,309) | (20,294) | (15) | ||||
Equity-based compensation (in shares) | 189,664 | ||||||
Equity-based compensation | 989 | 989 | |||||
Collateral shares issued to subordinated creditors (in shares) | 0 | ||||||
Redemption of public warrants (in shares) | 0 | ||||||
Other comprehensive expense (income) | 19 | 18 | 1 | ||||
Foreign currency translation adjustments | (494) | (494) | |||||
Nexus debt conversion (in shares) | 2,163,412 | ||||||
Nexxus debt conversion | 5,055 | 5,055 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 52,385,919 | ||||||
Ending balance at Jun. 30, 2023 | $ 29,234 | $ 5 | $ 0 | $ 211,717 | $ (164,784) | $ (17,621) | $ (83) |
Ending balance (in shares) at Jun. 30, 2023 | 2,423,204 | 2,423,204 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net loss | $ (58,380) | $ (9,800) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of interest from convertible notes | 1,939 | 1,242 |
Gain on forgiveness of debt | 0 | (7,280) |
Loss on debt extinguishment | 10,061 | 6,186 |
Provision for bad debt expense | 165 | 21 |
Impairment charges | 19,070 | 0 |
Equity-based compensation | 2,536 | 2,537 |
Right of use asset amortization | 1,083 | 1,549 |
Foreign currency remeasurement | (3,210) | 6 |
Deferred income tax (benefit) | (192) | (94) |
Obligations for purchase price | 494 | 362 |
Embedded derivative | (4,685) | 0 |
Warrant liability | (2,136) | 956 |
Capitalized interest and fees from Blue Torch Credit Facility | 10,253 | 0 |
Amortization of debt issuance costs | 6,031 | 1,936 |
Depreciation and amortization | 3,744 | 3,491 |
Changes in assets and liabilities: | ||
Accounts receivable | 1,767 | (7,189) |
Prepaid expenses and other current assets | 2,957 | 2,507 |
Accounts payable | 5,135 | (7,753) |
Accrued liabilities | 5,336 | 1,221 |
Deferred revenue | 1,423 | 2,136 |
Current VAT receivables and other taxes payable | (1,478) | 1,234 |
Income taxes payable | 319 | (97) |
Operating lease liabilities | (1,263) | (1,666) |
Net cash provided by (used in) operating activities | 969 | (8,495) |
Investing activities | ||
Purchase of property and equipment | (892) | (394) |
Net cash used in investing activities | (892) | (394) |
Financing activities | ||
Proceeds from loans | 3,000 | 58,000 |
Repayments of borrowings | (5,012) | (37,193) |
Payment of debt issuance costs | (2,451) | (8,966) |
Cash paid for shares withheld from a grantee to satisfy tax withholding | (18) | (303) |
Payments for finance leases | (133) | 0 |
Net cash (used in) provided by financing activities | (4,614) | 11,538 |
Effect of exchange rates on cash | (130) | (10) |
Net decrease in cash and cash equivalents | (4,667) | 2,639 |
Cash, cash equivalents and restricted cash at beginning of the period | 8,691 | 8,640 |
Cash, cash equivalents and restricted cash at end of the period | $ 4,024 | $ 11,279 |
Organization and Basis of Conso
Organization and Basis of Consolidation and Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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. (“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 Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). For interim financial reporting not all disclosures normally required in annual Consolidated Financial Statements prepared in accordance with U.S. GAAP are required. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of normal and recurring nature, have been made for the interim periods reported. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. The balance sheet as of December 31, 2022 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the year ended December 31, 2022 that are included in our annual report on Form 10-K filed with the SEC on March 13, 2023 (“Annual Report”). All intercompany transactions and balances have been eliminated in consolidation. The ownership interest of noncontrolling investors of the Company's subsidiaries are recorded as noncontrolling interest. The Company evaluated subsequent events, if any, that would require an adjustment to the Company's Unaudited Condensed Consolidated Financial Statements or require disclosure in the notes to the Unaudited Condensed Consolidated Financial Statements through the date of issuance of the Unaudited Condensed Consolidated Financial Statements. Where applicable, the notes to these Unaudited Condensed Consolidated Financial Statements have been updated to discuss all significant subsequent events which have occurred. Reclassification The Company has reclassified prior period costs from cost of revenue to selling, general and administrative expenses related to personnel that provide non-billable, administrative services to our clients. Amounts reclassified were $0.6 million and $1.3 million for the three and six months ended June 30, 2022, respectively, and $0.6 million for the three-month period ended March 31, 2023 within the six month period ended June 30, 2023. This reclassification had no effect on the reported results of operations or cash flows. Liquidity and Going Concern These Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. As discussed in Note 7, Long-term Debt , the Company is currently in default under its Blue Torch Credit Facility. This default triggered cross-defaults under our Second Lien Facility, requiring a reclassification to our total current portion of long-term debt from $37.2 million as of December 31, 2022 to $91.1 million on June 30, 2023. The Company's current liabilities have been adversely impacted and resulted in a negative working capital of $103.7 million. The Blue Torch Credit Facility lenders had granted a forbearance limiting the immediate acceleration of the debt, which forbearance expired on May 26, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Refer to Note 2, Summary of Significant Accounting Policies , within our annual Consolidated Financial Statements included in our 2022 Annual Report for the full listing 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 Unaudited Condensed Consolidated Financial Statements. 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, purchase price obligations in connection with business combinations, fair value of embedded derivatives, and fair value of warrant liability. To the extent the actual results differ materially from these estimates and assumptions, the Company’s future financial statements could be materially affected. Accounting Pronouncements The authoritative bodies release standards and guidance, which are assessed by management for impact on the Company’s Unaudited Condensed Consolidated Financial Statements. The Company did not adopt or identify any Accounting Standards Updates (“ASUs”) that have yet to be adopted for the six months ended June 30, 2023 in the Company’s Unaudited Condensed Consolidated Financial Statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amount of assets and liabilities including cash, cash equivalents and restricted cash, accounts receivable and accounts payable approximated their fair value as of June 30, 2023 and December 31, 2022, 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 an income approach, which requires significant unobservable inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.. As such, these estimates are classified as Level 3 in the fair value hierarchy. The following table summarizes our instruments where fair value differs from carrying value: Fair Value June 30, 2023 December 31, 2022 (in thousands USD) Carry Amount Fair Value Carry Amount Fair Value Second Lien Facility Level 3 $ 12,777 $ 7,341 $ 19,409 $ 17,990 Blue Torch Credit Facility Level 3 69,567 65,536 55,000 52,888 Purchase Price Obligation Note Payable Level 3 10,737 9,320 10,243 8,837 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 7, Long-term Debt , for additional information. Warrant Liability As of June 30, 2023, the Company has private placement warrants, which are liability classified, as discussed in Note 13, 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 require 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 the private warrant liability at June 30, 2023: (in thousands USD) Private Placement Warrants Beginning balance, January 1, 2023 $ 2,306 Change in valuation inputs and other assumptions (2,136) Ending balance, June 30, 2023 $ 170 Embedded Derivative Asset (Liability) In connection with the amendment to the Second Lien Facility on August 10, 2022, the Company bifurcated the embedded derivative with a fair value other than nil associated with conversion feature for the Mexican peso-denominated tranches held by Nexxus Capital. Embedded derivative assets (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 derivative 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 include the implied volatility, the period in which the outcomes are expected to be achieved and the discount rate. The embedded derivative was extinguished on June 15, 2023 as part of the automatic loan conversion of tranches held by Nexxus Capital, see Note 7 , Long-Term Debt , for more information. The following table presents the changes in the fair value of the embedded derivative assets (liabilities) at June 30, 2023: (in thousands USD) Embedded Derivative Asset (Liability) Beginning balance, January 1, 2023 $ (7) Change in valuation inputs and other assumptions 4,685 Nexxus conversion $ (4,678) Ending balance, June 30, 2023 $ — |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details The following table provides detail of select balance sheet items : (in thousands USD) June 30, December 31, Cash and cash equivalents $ 3,779 $ 8,478 Restricted cash 245 213 Total cash, cash equivalents and restricted cash $ 4,024 $ 8,691 (in thousands USD) June 30, December 31, Accounts receivables $ 12,980 $ 15,839 Unbilled accounts receivables 13,827 12,945 Other receivables 815 435 Allowance for doubtful accounts (347) (158) Total accounts receivable, net $ 27,275 $ 29,061 (in thousands USD) June 30, December 31, Employee retention credit $ 2,019 $ 4,775 Income tax receivables 3,619 3,077 Prepaid expenses and other current assets 1,679 2,008 Total prepaid expenses and other current assets $ 7,317 $ 9,860 (in thousands USD) June 30, December 31, Accrued wages, vacation & other employee related items $ 7,482 $ 3,362 Accrued interest 257 978 Accrued incentive compensation 1,681 712 Accrued services 4,129 3,426 Other accrued liabilities 716 636 Total accrued liabilities $ 14,265 $ 9,114 The following table is a rollforward of the allowance for doubtful accounts : Six Months Ended June 30, (in thousands USD) 2023 2022 Beginning balance, January 1 $ 158 $ 188 Charges to expense 165 21 Foreign currency translation 24 1 Ending balance $ 347 $ 210 The Company records any obligations for contingent purchase price at fair value. The Company recorded the 2019 acquisition-date fair value of a contingent liability based on the likelihood of contingent earn-out payments through the year ended December 31, 2021 subject to the underlying agreement terms. As of December 31, 2021, the obligation now relates to a known and fixed amount due and is no longer a contingent obligation recorded at fair value. The amount due accrues interest at 12%. On November 15, 2022, the Company entered into an amendment to change terms of the AN Extend portion of the purchase price obligation note payable. The amendment converted the note from Mexican pesos to U.S. dollars with capitalized interest added, set the applicable interest to 11% annually, set a maturity date of November 15, 2023, as well as added mandatory conversion. If the note is not paid in full prior to the maturity date, the total amount of principal and the interest will be converted within the following 30 calendar days counted from the maturity date with common shares of common stock, taking as value of the shares the value resulting from using the volume weighted moving average price. This amendment was determined to substantially alter the AN Extend portion of the purchase price obligation note payable such that extinguishment accounting was applied. The Company recognized a loss on debt extinguishment of $0.7 million for the three months ended December 31, 2022. Payment of any and all of the purchase price obligation note payable is subordinate of all existing senior debt, including the Blue Torch Credit Facility and the Second Lien Facility. 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 purchase price obligation note payable creditors. The following table provides a roll-forward of the obligation related to the 2019 acquisition due to the seller: (in thousands USD) Purchase Price Obligation Note Payable Opening balance, January 1, 2023 $ 10,243 Accrued interest on the contingent consideration 494 Ending balance, June 30, 2023 10,737 Less: Current portion 10,737 Purchase price obligation note payable, net of current portion $ — |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of the following: (in thousands USD) June 30, December 31, Computer equipment $ 571 $ 4,366 Leasehold improvements 61 1,352 Furniture and equipment 953 1,328 Computer software 4,296 3,264 Transportation equipment 4 24 Finance lease right-of-use assets 374 643 6,259 10,977 Less: accumulated depreciation (2,845) (7,733) Property and equipment, net $ 3,414 $ 3,244 Depreciation expense was $0.4 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, and $0.7 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively. The Company did not recognize any impairment expense related to property and equipment during the six months ended June 30, 2023 or 2022. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
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 first and second quarter of 2023, the Company determined a triggering event had occurred requiring an interim impairment assessment resulting from the decline in our revenue forecast, existing debt defaults, limited liquidity and deteriorating market conditions. As a result, the Company recognized a $19.1 million non-cash impairment charge related to goodwill allocated within our Latin America ("LATAM") reporting unit which is included within Impairment charges in the Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. The following table presents changes in the goodwill balances as of June 30, 2023: (in thousands USD) LATAM USA Total December 31, 2022 $ 40,490 $ 30,694 $ 71,184 Impairments charges (19,070) — (19,070) Foreign currency translation 1,173 — 1,173 June 30, 2023 $ 22,593 $ 30,694 $ 53,287 Summary of our finite-lived intangible assets is as follows: As of June 30, 2023 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ 2,110 $ (32,144) 59,881 10.3 Tradename 1,234 110 (623) 721 2.4 Total $ 91,149 $ 2,220 $ (32,767) $ 60,602 10.2 As of December 31, 2022 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ (72) (29,250) $ 60,593 10.8 Tradename 1,234 16 (488) 762 2.9 Total $ 91,149 $ (56) $ (29,738) $ 61,355 10.7 In 2021, the Company changed the estimated life of a certain tradename from indefinite to finite-lived and began amortizing it over the average remaining economic life of five years. The Company’s indefinite-lived intangible assets relate to tradenames acquired in connection with business combinations. The tradenames balance was $16.4 million and $16.5 million as of June 30, 2023 and December 31, 2022, respectively. No impairment charges were recognized for the three and six months ended June 30, 2022 and 2023. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt as of June 30, 2023 and December 31, 2022 consists of the following: (in thousands USD) June 30, December 31, Borrowings under revolving credit agreement, principal due January 1, 2025 $ 6,283 $ 3,000 Borrowings under term loan, principal due January 1, 2025 69,567 55,000 Unamortized debt issuance costs and debt discount (a) — (4,817) Blue Torch Credit Facility, net of unamortized debt issuance costs and debt discount 75,850 53,183 Paycheck Protection Program loans, 1% interest, due May 2, 2025 187 234 Subordinated promissory note payable with a related party, 20% effective December 21, 2021, principal due March 31, 2023 776 673 Subordinated debt, guaranteed by a related party, principal due July 27, 2023 1,580 3,700 Unamortized debt issuance costs (a) (48) (70) Subordinated debt, guaranteed by a related party, net of unamortized debt issuance costs 1,532 3,630 Convertible note payable with a related party, 11% interest capitalized every three months, principal due September 15, 2026 46 44 Convertible note payable with a related party, 11% interest capitalized every three months, principal due July 1, 2025 3,555 3,365 Convertible note payable with a related party, 17.41% interest capitalized every three months, principal due July 1, 2025 9,176 7,423 Convertible note payable with a related party, 11% interest capitalized every three months, principal due June 15, 2023 — 3,724 Convertible note payable with a related party, 17.41% interest capitalized every three months, principal due June 15, 2023 — 4,853 Unamortized debt premium and debt discount (a) — (1,073) Second Lien Facility, net of unamortized debt premium and debt discount 12,777 18,336 Total debt, net of unamortized debt issuance costs, debt premium, and debt discount 91,122 76,056 Total financing obligations 397 533 Less: current portion of debt and financing obligations (91,236) (37,194) Long-term debt and financing obligations, net of unamortized debt issuance costs, debt premium and debt discount, and current portion $ 283 $ 39,395 _________________ (a) Debt issuance costs, premium, and discount are presented as a reduction, addition, and reduction to the Company’s debt, respectively in the Unaudited Condensed Consolidated Balance Sheets. $5.7 million and $1.9 million of debt issuance cost and discount/premium amortization was charged to interest expense for the six months ended June 30, 2023 and 2022. Blue Torch Credit Facility On May 27, 2022, the Company entered into a financing agreement (“Blue Torch Credit Facility”) by and among the Company, AN Global LLC, as borrower ("AN Global") certain subsidiaries of the Company, as guarantors (the “Guarantors”), the financial institutions party thereto as lenders, and Blue Torch Finance LLC (“Blue Torch”), as the administrative agent and collateral agent. The Blue Torch Credit Facility is secured by substantially all of the Company’s, AN Global's and the Guarantors’ properties and assets and provides for a term loan of $55.0 million and revolving credit facility with an aggregate principal limit not to exceed $3.0 million at any time outstanding. On May 27, 2022, AN Global borrowed the full $55.0 million under the term loan. On June 28, 2022, AN Global borrowed $3.0 million under the revolving credit facility. The Company recognized $5.0 million in debt issuance costs. On August 10, 2022, the Company entered into a waiver and amendment to the Blue Torch Credit Facility to provide for an extension of the period of time which the Company has to satisfy certain reporting and post-closing obligations under the Blue Torch Credit Facility. The Company recognized $0.6 million in debt issuance costs related to the wavier and amendment. On November 1, 2022, the Company entered into an amendment to further extend the period of time which the Company has to satisfy certain reporting and post-closing obligations. As of December 31, 2022, the Company was in default under the permitted factoring disposition and leverage ratio covenants. Subsequent to December 31, 2022, the Company was also in default under the leverage ratio, liquidity, aged accounts payables, permitted payments and other covenants under the Blue Torch Credit Facility. As a result of such defaults, the Company entered into a waiver and amendment on March 7, 2023 (“Amendment No. 4”) to revise significant terms of the Blue Torch Credit Facility as set forth below. Pursuant to Amendment No. 4, the Company agreed to pay approximately $34.0 million of the Company’s total indebtedness and related obligations in 2023, including principal payments of $15.0 million by April 15, 2023, $20.0 million by June 15, 2023 (inclusive of the $15.0 million by April 15, 2023 if not paid by then) and $25.0 million by September 15, 2023 (inclusive of the $20.0 million by June 15, 2023 if not paid by then) to the Blue Torch Lenders. Thereafter, the Company covenanted to quarterly payments on the term loan of approximately $0.7 million starting December 31, 2023. The amendment also revised the maturity date of the Blue Torch Credit Facility from May 27, 2026 to January 1, 2025 and revised the interest provisions to remove the step-down in interest rate based on the Company’s total leverage ratio. Interest is paid monthly for both loans and is calculated based on the Adjusted Term SOFR (the three-month Term Secured Overnight Financing Rate, plus 0.26161%) plus a margin of 9.0% annually. Under default, the Company is required to pay interest monthly at a Reference Rate (as defined in the Blue Torch Credit Facility) plus a margin of 8% plus a 2% post-default margin. Interest on each loan is payable on the last day of the then effective interest period applicable to such loan and at maturity. The revolving credit facility will bear a 2.0% annual usage fee on any undrawn portion of the facility. In connection with Amendment No. 4, the Company agreed to pay the administrative agent a fee equal to $6.0 million, which was paid in kind by adding such amount to the outstanding principal of the term loan. In addition, if the Company fails to repay the respective aggregate principal amounts on or prior to April 15, 2023, June 15, 2023 and September 15, 2023, a failed payment fee equal to $4.0 million, $2.0 million and $3.0 million, respectively, would be paid in kind by adding such fee to the outstanding principal of the term loan. If we meet these payments when due, which have not been met for April 15, 2023 and June 15, 2023 as noted below, then no fee would be added to the outstanding principal. Failure to make these payments would constitute an event of default but will not result in the ability of the administrative agent to accelerate indebtedness under the Blue Torch Credit Facility. Amendment No. 4 also required the Company to engage both a financial advisor to support the Company’s capital raising needs and an operational advisor to conduct a formal assessment of the Company’s financial performance, in both cases on terms reasonable acceptable to Blue Torch. Lastly, Amendment No.4 granted a waiver for certain financial covenants as of December 31, 2022 and reset the covenant requirements for future periods. This amendment was determined to substantially alter the Blue Torch Credit Facility such that extinguishment accounting was applied. The Company recognized a $0.7 million debt discount and a loss on debt extinguishment of $10.2 million for the three months ended March 31, 2023. The Company recognized $1.1 million in debt issuance costs with the amendment. The Company defaulted in making the March 31, 2023 interest payment and was not in compliance with the liquidity and aged accounts payable aging covenants, which constituted an event of default under the Blue Torch Credit Facility. On April 15, 2023, the Company did not pay the $15.0 million principal payment due by April 15, 2023 and thus $4.0 million in fees was added to the outstanding principal balance. On April 18, 2023, the Company entered into forbearance agreements regarding the Blue Torch Credit Facility and Second Lien Facility. Pursuant to the forbearance terms, the lenders agreed to forbear from accelerating their respective obligations and otherwise exercising any rights and remedies (other than certain limited remedies, such as continuing to accrue applicable default interest) under the loans until May 10, 2023 (which was subsequently extended to May 19, 2023, and then further extended to May 26, 2023), or earlier in the event of non-compliance with certain representations, covenants and other requirements, all subject to the terms and conditions thereof. Such forbearance has not been subsequently extended. Furthermore, as contemplated in the forbearance agreements, on April 20, 2023, the Company entered into Amendment No. 5 to the Blue Torch Credit Facility that increased the revolver capacity thereunder by $3.0 million. The Company also incurred an additional $1.5 million in lenders fees associated with the forbearance and revolver amendments, of which $1.0 million is refundable if the revolver is paid in full by an agreed upon future date. In addition, the Company capitalized $0.9 million of interest payments not paid by March 31, 2023. On June 15, 2023, the Company did not pay the $20.0 million principal payment due by June 15, 2023 under the Blue Torch Credit Facility and thus $2.0 million in fees was added to the outstanding principal balance under the Blue Torch Credit Facility. On July 17, 2023, the Company entered into an additional amendment to the Blue Torch Credit Facility ("Amendment No.6") pursuant to which the lenders agreed to provide an additional term loan in the amount of $4.6 million. Among other amendments to the Blue Torch Credit Facility, Amendment No. 6 eliminated AN Global's ability to select an interest rate based on Term SOFR to apply to the loans thereunder, such that the interest rate applicable to all loans under the Blue Torch Credit Facility will now be determined as follows: the greatest of the following reference rates (a) 2.0% per annum (b) the Federal Funds rate plus 0.5% per annum (c) Adjusted Term SOFR plus 1.0% per annum or (d) the last prime rate quoted by the Wall Street Journal (which was 8.25% per annum as of the date of Amendment No. 6), plus an applicable margin (which is 8.0% per annum for reference rate loans), plus a 2.0% per annum post-default margin. AN Global paid an amendment fee of $2.5 million in connection with Amendment No. 6, which was paid in kind by capitalizing such fee and adding the amount to the outstanding principal amount under the Blue Torch Credit Facility. Second Lien Facility On November 22, 2021, the Company entered into a new Second Lien Facility (the “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, former Chief Operating Officer. The 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 equal to 11.00% for the US dollar-denominated loan and 17.41% for the Mexican peso-denominated loan. The Second Lien Facility had an original maturity date of March 15, 2023. The Company recognized $0.9 million in debt issuance costs with the issuance. On August 10, 2022, the Company entered into an amendment to the Second Lien Facility to extend the maturity date of the Tranche A (Credit Suisse), Tranche C (Senderos), and Tranche E (Johnston) loans to September 15, 2026, and provide for potential increases, that step up over time from one percent to five percent, in the interest rate applicable to the Tranche A loans. The amendment also extended the maturity date of the Tranche B (Nexxus Capital) loans thereunder to June 15, 2023, and provided for a mandatory conversion of the Tranche B loans thereunder, including interest and fees, into equity securities of the Company upon the maturity of said loans at a conversion price equal to $4.64 per share, subject to regulatory approval. The amendment also provided for the covenants and certain other provisions of the Second Lien Facility to be made consistent with those in the Blue Torch Credit Facility (and in certain cases for those covenants to be made less restrictive than those in the Blue Torch Credit Facility). This amendment was determined to substantially alter the debt agreement such that extinguishment accounting was applied. The Company recognized a loss on debt extinguishment of $11.7 million for the three months ended September 30, 2022. As part of the reassessment of the debt instrument, the Company bifurcated the conversion option on the Mexican peso-dominated loans and recognized an embedded derivative liability of $9.0 million as of the amendment date. See Note 3, Fair Value Measurements , for additional information. On November 18, 2022, the Company entered into a letter agreement with the Tranche A (Credit Suisse) lenders. The letter agreement changed the conversion price at which the Credit Suisse lenders may convert their outstanding loans, interest, and fees into the Company’s common stock from a fixed conversion price of $4.64 per share to the closing price of one share of our common stock on the trading day immediately prior to the conversion date, subject to a floor price of $4.64 per share. This amendment was determined to substantially alter the Credit Suisse portion of the debt agreement such that extinguishment accounting was applied. The Company recognized a gain on debt extinguishment of $8.8 million for the three months ended December 31, 2022. The total loss on debt extinguishment related to the Second Lien Facility was $2.9 million for the twelve months ended December 31, 2022. Each Second Lien Lender has the option to convert all or any portion of its outstanding loans, interest and fees into common stock of the Company at any time at the respective conversion prices. On December 27, 2021, Manuel Senderos and Kevin Johnston exercised the conversion options for their respective principal amounts of $4.5 million and $0.2 million, respectively, at the original conversion price of $10.19 per share. On March 7, 2023, in connection with Amendment No. 4 to the Blue Torch Credit Facility, the Company entered into a sixth amendment to the Second Lien Facility (“Amendment No. 6”). Amendment No. 6 revised the maturity date of the Credit Suisse loans from September 15, 2026 to July 1, 2025. Amendment No. 6 also provided for the covenants and certain other provisions of the Second Lien Facility to be consistent with those in the Blue Torch Credit Facility, as amended by Amendment No. 4, except as set forth below in Financial Covenants . As described above, the Company defaulted in making the March 31, 2023 interest payment under the Blue Torch Credit Facility and was not in compliance with our Liquidity and our Accounts Payable aging covenants thereunder, which constituted an event of default under the Blue Torch Credit Facility and triggered a cross-default under the Second Lien Facility. On April 18, 2023, the Company entered into a forbearance agreement regarding the Second Lien Facility. Pursuant to the forbearance terms, the lenders under the Second Lien Facility agreed to forbear from accelerating their respective obligations and otherwise exercising any rights and remedies under their loans until May 10, 2023 (and are otherwise not permitted to accelerate the debt until the Blue Torch Credit Facility is paid in full). On June 15, 2023, the outstanding principal, interest, and fees related to the Nexxus Capital loans automatically converted into 2,163,412 shares of common stock of the Company at a conversion price equal to $4.64 per share. AGS Subordinated Promissory Note On June 24, 2021, the Company entered into a subordinated promissory note with AGS Group LLC (“AGS Group”) for a principal amount of $0.7 million (the "AGS Subordinated Promissory Note"). The principal amount outstanding under the AGS Subordinated Promissory Note matured on December 20, 2021 (“Original Maturity Date”) and was extended until May 19, 2022. On August 4, 2022, the Company entered into another amendment to further extend the maturity date of the AGS Subordinated Promissory Note to January 31, 2023 ("January 2023 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 January 2023 Maturity Date calculated on the actual number of days elapsed. On January 31, 2023, the AGS Subordinated Promissory Note was cancelled in full and restated for a principal amount of $0.8 million with accrued interest of $0.1 million. The outstanding principal and interest matured on March 31, 2023 (the "Extended Maturity Date"). In addition, the Company also agreed to the issuance of common stock of the Company with a value of approximately $1.8 million, equal to approximately two times the then-outstanding principal and interest under the AGS Subordinated Promissory Note. On February 10, 2023, the Company issued 414,367 shares of common stock to AGS Group to serve as collateral. Upon the earlier of the Extended Maturity Date or the occurrence of an event of default, AGS Group may sell those shares and apply 100% of the net proceeds therefrom to repay the AGS Subordinated Promissory Note. If the net proceeds from sales of the shares exceed the indebtedness owed by the Company, AGS Group shall remit such excess cash proceeds to the Company. Upon payment in full of the AGS Subordinated Promissory Note in cash by us or through sales of the shares by AGS Group, AGS Group shall return any of the unsold shares to the Company. Under the terms of the Blue Torch Credit Facility and the Second Lien Facility, the Company may only repay the AGS Subordinated Promissory Note with the proceeds of an equity issuance, and then only if the total leverage ratio is 2.50 to 1.00 or less and the Company is in compliance with all financial covenants and no event of default has occurred and is continuing under the Blue Torch Credit Facility and the Second Lien Facility. The Company has entered into a letter agreement with AGS Group to provide that a failure to pay such indebtedness will not be deemed an event of default. As of June 30, 2023, the Company has not yet paid the AGS Promissory Note due to conditions of the Blue Torch Credit Facility. Exitus Capital Subordinated Debt On July 26, 2021, the Company agreed with existing lenders and Exitus Capital, S.A.P.I. de C.V. (“Exitus Capital”) to enter into a zero-coupon subordinated loan agreement with Exitus Capital in an aggregate principal amount equal to $3.7 million (the “Exitus Capital Subordinated Debt”). Net loan proceeds totaled $3.2 million, net of $0.5 million in debt discount. No periodic interest payments are currently required and the loan was due on January 26, 2022, with an option to extend for up to two additional six month terms. On January 25, 2022 and July 26, 2022, the Company exercised its option to extend the loan an additional six months, recognizing an additional $0.5 million debt issuance costs related to each loan extension. On January 26, 2023, the Company entered into an amendment to extend the maturity date of the Exitus Capital Subordinated Debt from January 26, 2023 to July 27, 2023. In addition, the Company paid approximately $1.1 million of the principal amount of the Exitus Capital Subordinated Debt on January 27, 2023, plus a fee of approximately $0.4 million. On February 27, 2023 the Company paid an additional $1 million of the principal. The remaining principal of approximately $1.6 million was due and payable on the new maturity date of July 27, 2023. In addition, on January 31, 2023, the Company agreed to the issuance of common stock of the Company with a value of approximately $5.2 million, equal to approximately two times the then-current outstanding principal amount of the Exitus Capital Subordinated Debt. On February 10, 2023, the Company issued 1,207,712 shares of common stock to serve as collateral. The Company is obligated to issue additional shares to Exitus Capital from time to time if the value of the shares held by them is less than two times the outstanding principal amount of the loan. As of July 27, 2023, the remaining balance of the Exitus Capital Subordinated Debt was not repaid to Exitus Capital due to existing contractual restrictions in the Company's secured credit facilities and a related subordination agreement that prohibit payments by the Company and its subsidiaries in respect of subordinated debt, which failure to pay resulted in an event of default (under the cross-default provision) under the Blue Torch Credit Facility and the Second Lien Facility. As a result, Exitus Capital may be able to sell those shares and apply up to 100% of the net proceeds therefrom to repay the Exitus Capital Subordinated Debt. Although a failure to pay Exitus Capital is a cross-default under both the Blue Torch Credit Facility and Second Lien Facility, it does not allow either of the Blue Torch or Second Lien Lenders to accelerate indebtedness due under their respective loans unless Exitus Capital accelerates the amounts due to it. The Company's default status on the Blue Torch Credit Facility also triggered a cross-default on the Exitus Capital Subordinated Debt. Paycheck Protection Program Loans On April 30, 2020 and May 1, 2020, the Company received 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 Company submitted its forgiveness applications to the Small Business Administration (“SBA”) between November 2020 and January 2021. The monthly repayment terms were 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 are due quarterly until May 2, 2025 if not forgiven. All loan forgiveness was recognized in Other income, net of the Unaudited Condensed Consolidated Statements of Operations. Prior First Lien Facility In 2018, the Company entered into a revolving credit agreement with Monroe Capital Management Advisors LLC that permitted 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. Also in 2018, the Company entered into a term loan credit agreement with Monroe Capital Management Advisors LLC that permitted 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 on the revolving credit agreement and term loan agreement (“First Lien Facility”) were 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 were incurred during periods of loan covenant default. On March 22, 2021, the Company used $20.0 million from proceeds of issuance of preferred stock to partially pay the First Lien Facility. 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 Facility 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 Facility lenders were capitalized and were amortized over the remaining life of the First Lien Facility. From September 30, 2021 to October 29, 2021, the Company entered into various amendments to extend the due date of the $4.0 million in principal payments previously due September 30, 2021 to November 19, 2021. 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 paid with proceeds from the Second Lien Facility. Furthermore, on December 29, 2021, the Company issued 4,439,333 shares of 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. In addition, the Company agreed to issue warrants to the administrative agent to purchase $7 million worth of the Company’s common stock for nominal consideration. The warrants will be issued on the earlier of full repayment of outstanding deferred fees or August 29, 2023. In addition, the Company may be required to pay the First Lien Facility lenders cash to the extent that we cannot issue some or all of the warrants due to regulatory restrictions. The First Lien Facility lenders charged an additional $2.9 million fee paid upon the end of the term loan in exchange for the amended terms. 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 Facility 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 ending March 31, 2022 was reset. As consideration for entering into this amendment, the Company agreed to pay the First Lien Facility’s administrative agent a fee equal to $0.5 million. The fee would be fully earned as of March 30, 2022 and due and payable upon the end of the term loan. However, the agreement provided that the fee shall be waived in its entirety if final payment in full occurred prior to or on May 30, 2022. The modification triggered by this new amendment was determined to be substantially different from the old instrument, therefore the modification was accounted for as an extinguishment and the debt instrument was adjusted to fair value as of March 31, 2022. The Company recognized a loss on debt extinguishment of $7.1 million in the Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2022. On May 27, 2022, the Company paid approximately $40.2 million to settle the outstanding principal, interest, and a portion of the $6.9 million deferred fees related to amendments to the First Lien Facility. The First Lien Lenders waived the $0.5 million fee related to the March 30, 2022 amendment and returned 2,423,204 First Lien Shares as part of the deferred fees settlement. Since August 29, 2022 the First Lien Lenders may sell the remaining First Lien Shares and apply 100% of the net proceeds to the outstanding deferred fees obligation. The First Lien Lenders shall return any of the remaining unsold First Lien Shares upon full payment of the remaining deferred fees. As of June 30, 2023, total deferred fees payable on or before May 25, 2023, including fees recognized from prior amendments, totaled $3.5 million. These fees are recognized in Other current liabilities in the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2023 and December 31, 2022. Financial Covenants The Blue Torch Credit Facility establishes the following financial covenants for the consolidated group: Revenue. Requires the Company's trailing annual aggregate revenue to exceed $150.0 million as of the end of each fiscal month. Liquidity. As a result of Amendment No. 4, the Company is required to maintain liquidity above $1.0 million through March 24, 2023, above $2.0 million through April 15, 2023, and above $7.0 million at any time thereafter. Liquidity is defined as the remaining capacity under the Blue Torch Credit Facility plus the total unrestricted cash on hand. First Lien Leverage Ratio. The First Lien 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 indebtedness that is secured by a lien on assets which is equal or senior to the loans securing the Blue Torch Credit Facility (other than indebtedness under the Second Lien Facility) to (b) EBITDA for the computation period ending on such day. A computation period is any period of four consecutive fiscal quarters for which the last fiscal month ends on a date set forth below. Computation Period Ending Leverage Ratio June 30, 2023 6.00:1.00 July 31, 2023 5.28:1.00 August 31, 2023 4.51:1.00 September 30, 2023 4.12:1.00 October 31, 2023 3.50:1.00 November 30, 2023 3.14:1.00 December 31, 2023 4.63:1.00 January 31, 2024 and each fiscal month ending thereafter 3.50:1.00 EBITDA. The Company is subject to an additional covenant as a result of the failure to make the $15.0 million payment under Amendment No. 4 of the Blue Torch Credit Facility by April 15, 2023, which is a covenant to maintain a minimum consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company is required to maintain a 12-month trailing EBITDA of at least the following for each fiscal month end. Computation Period Ending EBITDA June 30, 2023 $ 10,607,000 July 31, 2023 12,023,000 August 31, 2023 14,055,000 September 30, 2023 15,415,000 October 31, 2023 18,117,000 November 30, 2023 20,224,000 December 31, 2023 and each fiscal month ending thereafter 13,707,000 The Second Lien Facility establishes the following financial covenants for the consolidated group: Revenue. Requires the Company's trailing annual aggregate revenue to exceed $120.0 million as of the end of each fiscal month. Liquidity. Requires the Company's liquidity to be not less than (i) $0.8 million at any time on or prior to March 24, 2023, (ii) $1.6 million at any time from March 24, 2023 to April 15, 2023, and (iii) $5.6 million at any time after April 15, 2023. Liquidity is defined as the remaining capacity under the Blue Torch Credit Facility plus the total unrestricted cash on hand. First Lien Leverage Ratio. The First Lien 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 indebtedness that is secured by a lien on assets which is equal or senior to the loans securing the Blue Torch Credit Facility (other than indebtedness under the Second Lien Facility) to (b) EBITDA for the computation period ending on such day. A computation period is any period of four consecutive fiscal quarters for which the last fiscal month ends on a date set forth below. Computation Period Ending First Lien Leverage Ratio June 30, 2023 7.20:1.00 July 31, 2023 6.34:1.00 August 31, 2023 5.41:1.00 September 30, 2023 4.94:1.00 October 31, 2023 4.20:1.00 November 30, 2023 3.77:1.00 December 31, 2023 5.56:1.00 January 31, 2024 and each fiscal quarter ending thereafter 4.20:1.00 EBITDA. The Company is subject to an additional covenant as a result of the failure to make the $15.0 million payment under Amendment No. 4 of the Blue Torch Credit Facility by April 15, 2023, which is a covenant to maintain a minimum EBITDA. The Company is required to maintain a 12-month trailing EBITDA of at least the fol |
Other Income, net
Other Income, net | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income, net | Other Income, net Items included in other income, net in the Unaudited Condensed Consolidated Statements of Operations are as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Foreign exchange gain $ 1,481 $ (263) $ 3,210 $ (6) Forgiveness of PPP loans — — — 7,280 Other non-operating expense (361) (251) (372) (467) Total other income, net $ 1,120 $ (514) $ 2,838 $ 6,807 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense and effective income tax rate were as follows for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Income tax expense $ 430 $ (28) $ 449 $ 223 Effective tax rates (2.2 %) 0.8 % (0.8 %) (2.3 %) The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. For the three months ended June 30, 2023, the Company reported a tax expense of $0.4 million on a pretax loss of $19.9 million, which resulted in a negative effective tax rate of 2.2%. The Company’s effective tax rate differs from the U.S. statutory rate of 21% due to the mix of earnings in international jurisdictions with relatively higher tax rates and losses incurred in jurisdictions for which no tax benefit is recognized.. For the three months ended June 30, 2022, the Company reported a tax benefit of less than $0.1 million on a pretax loss of $3.5 million, which resulted in an effective tax rate of 0.8%. The Company’s effective tax rate differs from the U.S. Statutory rate of 21% due to the mix of earnings in international jurisdictions with relatively higher tax rates and losses incurred in jurisdictions for which no tax benefit is recognized. For the six months ended June 30, 2023, the Company reported a tax benefit of $0.4 million on a pretax loss of $57.9 million which resulted in an effective tax rate of 0.8%. The Company’s effective tax rate differs from the U.S. statutory rate of 21% due to the mix of earnings in international jurisdictions with relatively higher tax rates and losses incurred in jurisdictions for which no tax benefit is recognized. For the six months ended June 30, 2022, the Company reported a tax expense of less than $0.2 million on a pretax loss of $9.6 million, which resulted in a negative effective tax rate of 2.3%. The Company’s effective tax rate differs from the U.S. Statutory rate of 21% due to the mix of earnings in international jurisdictions with relatively higher tax rates and losses incurred in jurisdictions for which no tax benefit is recognized. |
Net Revenues
Net Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Net Revenues | Net Revenues Disaggregated revenues by contract type and the timing of revenue recognition are as follows: (in thousands USD) Timing of Revenue Recognition Three Months Ended June 30, Six Months Ended June 30, Revenues by Contract Type 2023 2022 2023 2022 Time and materials over time $ 26,278 $ 32,851 $ 54,395 $ 66,102 Fixed price over time 12,047 13,315 25,774 24,288 Total $ 38,325 $ 46,166 $ 80,169 $ 90,390 Liabilities by contract related to contracts with customers As of June 30, 2023 and December 31, 2022, deferred revenues were $3.5 million and $2.2 million, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized revenue of $1.2 million and $2.7 million, respectively, that was deferred in the previous period. Major Customers The Company derived 20% and 13% of its revenues from one significant customer for the three months ended June 30, 2023 and 2022, respectively. The Company derived 20% and 13% of its revenues from one significant customer for the six months ended June 30, 2023 and 2022, respectively. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 United States $ 22,436 $ 29,287 $ 48,550 $ 58,285 Latin America 15,889 16,879 31,619 32,105 Total $ 38,325 $ 46,166 $ 80,169 $ 90,390 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: (in thousands USD) June 30, December 31, United States $ 3,609 $ 4,077 Latin America 4,263 5,629 Total long-lived assets $ 7,872 $ 9,706 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
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. During 2022, the Company incurred restructuring cost related to terminations and consolidations within our marketing department and various back office functions. In March 2023, the Company initiated a plan to reduce operating costs and improve operating efficiency. As part of this initiative, there were terminations of nearly 250 employees. The Company recognized $1.1 million in charges during the six months ended June 30, 2023. Approximately $1.0 million of such expenses were unpaid as of June 30, 2023 and are expected to be paid during the third quarter of 2023. The Company may incur additional costs in connection with our plan to reduce operating costs and improve operating efficiency through the remainder of the year. The following table summarizes the Company’s restructuring activities included in accrued liabilities: (in thousands USD) Organization Restructuring Balance as of December 31, 2022 $ 615 Restructuring charges 3,618 Payments (2,649) Balance as of June 30, 2023 $ 1,584 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants Disclosure [Abstract] | |
Warrants | Warrants 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 common stock upon exercise of such warrant. 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. The fair value of private placement warrants is remeasured quarterly. Refer to Note 3, Fair Value Measurements , for additional information. 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 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 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 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 common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the 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 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 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 Public 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 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 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. As of June 30, 2023, there were 8,049,980 public warrants and 2,811,250 private placement warrants outstanding. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity As a result of the Business Combination, the Company authorized two classes of common stock: common stock and preferred stock. Common Stock As of June 30, 2023, the Company has 210,000,000 shares of common stock authorized, and 52,385,919 shares issued. Common stock has par value of $0.0001 per share. Holders of common stock are entitled to one vote per share. On February 10, 2023, the Company issued 1,622,079 shares to its subordinated creditors to serve as collateral. The Company is obligated to issue additional shares to the creditors from time to time if the value of the shares held by them is less two times than the outstanding principal amount of the loan. See Note 7, Long-Term Debt , for further information. On June 15, 2023, the Company issued 2,163,412 shares to Nexxus Capital as a result of the mandatory debt conversion. See Note 7, Long-Term Debt , for further information. For the six months ended June 30, 2023, the Company issued 197,894 shares to senior employees and directors under the 2021 Equity Incentive Plan that are subject to a service vesting condition. See Note 16, Equity-based Arrangements , 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 June 30, 2023, no preferred stock shares were issued and outstanding. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD, except share and loss per share data) 2023 2022 2023 2022 Net loss attributable to common stockholders $ (20,294) $ (3,545) $ (58,353) $ (9,892) Weighted average number of common stock - basic and diluted 48,819,648 46,043,419 48,079,580 46,028,557 Loss per common share attributable to common stockholders: Basic $ (0.42) $ (0.08) $ (1.21) $ (0.21) Diluted (0.42) (0.08) (1.21) (0.21) The following table presents securities that are excluded from the computation of diluted net loss per common stock as of the periods presented because including them would have been antidilutive: June 30, 2023 2022 Public and private warrants 10,861,230 10,861,230 Common stock held by administrative agent with restricted resale rights 1,622,079 2,016,129 Unvested 2021 Plan awards for common stock with a service condition 1,831,411 1,152,284 Unvested 2021 Plan awards for common stock with a market condition 2,316,829 3,011,780 Unvested 2021 Plan awards for common stock with a performance condition 4,280,000 — |
Equity-based Arrangements
Equity-based Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
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, 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 common stock for the issuance of awards under the 2021 Plan. The number of shares of 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 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 common stock. Service Condition Awards The Company issues awards subject to a service vesting requirement to employees and directors that will vest on a ratable basis over a period of 1-5 years. The fair value of service condition award is determined on the closing stock price of the grant date of the award and is amortized on a straight-line basis over the vesting period of the award. The Company recorded the following compensation costs related to service condition awards for the six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Service Condition Awards - Expense $ 635 $ 1,566 $ 1,638 $ 1,944 As of June 30, 2023, there was $5.0 million of total unrecognized compensation cost related to unvested service condition awards that is expected to be recognized over a weighted-average period of 2.9 years. The following table summarizes the service condition awards activity for the six months ended June 30, 2023, and provides information for service condition awards outstanding as of June 30, 2023: 2023 Number of Awards Weighted Average Fair Value Unvested shares at January 1 899,210 $ 4.46 Granted 1,476,980 $ 2.04 Vested (359,992) $ 4.47 Forfeited (184,787) $ 4.44 Unvested shares at June 30 1,831,411 $ 4.41 The fair value of the grants and vested awards for the three and six months ended June 30, 2023 was $2.2 million and $1.6 million, respectively. Market Condition Awards The Company issues awards subject to a market condition vesting requirement to employees and directors that will vest if the volume-weighted average stock price reaches the specified stock price during the specified period. The awards subject to a market vesting condition will expire after 5-10 years. The fair value of the market condition awards are determined based on the closing stock price as of the grant date and input into a Monte Carlo simulation to project future stock prices. The estimated fair value is amortized on a straight line basis over the derived service period of the award. The derived service period represents the expected time to reach the stock price targets as output by the Monte Carlo Simulation. The market condition awards have a derived service period of 1-7 years. The Company recorded the following compensation costs related to market condition awards for the six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Market Condition Awards - Expense $ 354 $ 454 $ 898 $ 594 As of June 30, 2023, there was $3.4 million of total unrecognized compensation cost related to unvested market condition awards that is expected to be recognized over a weighted-average derived service period of 2.5 years. The following table summarizes the market condition awards activity for the six months ended June 30, 2023, and provides information for market condition awards outstanding as of June 30, 2023: 2023 Number of Awards Weighted Average Fair Value Unvested shares at January 1 3,001,774 $ 2.49 Granted 87,570 $ 2.00 Vested — $ — Forfeited (772,515) $ 2.24 Unvested shares at June 30 2,316,829 $ 2.49 The fair value of the grants for the six months ended June 30, 2023 was $0.3 million. No market condition awards were vested. Performance Condition Awards On May 16, 2023, the Company issued 780,000 awards contingent on successful refinancing and repayment of the Blue Torch Credit Facility. The Company also issued a separate, 3,500,000 awards contingent on a successful merger or sale of the business. Neither event has occurred as of June 30, 2023, therefore no expense has been recognized related to these awards. 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 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 common stock will be 85% of the lesser of the fair market value of common stock on the first trading date or on the date of purchase. No purchases have been made under the ESPP during the six months ended June 30, 2023. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe 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 Unaudited Condensed Consolidated Balance Sheets, Unaudited Condensed Consolidated Statements of Operations or Unaudited Condensed Consolidated Statements of Cash Flows. As of June 30, 2023 and December 31, 2022, the Company had labor lawsuits in process, whose resolution is pending. As of June 30, 2023 and December 31, 2022, the Company has recorded liabilities for labor lawsuits and/or litigation of $0.7 million and $0.6 million, respectively. |
Supplemental Cash Flows
Supplemental Cash Flows | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Supplemental Cash Flows | Supplemental Cash Flows The following table provides detail of non-cash activity and cash flow information: (in thousands USD) Six Months Ended June 30, Supplemental disclosure of non-cash investing activities & cash flow information 2023 2022 Cash paid during the year for income tax 461 — Forgiveness of PPP loans — 7,280 Right-of-use assets obtained in exchange for operating lease liabilities 22 1,359 Assets obtained in exchange for a finance lease obligation 31 — Cash paid during the period for interest 2,148 1,489 Fees capitalized by creditor 7,500 — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated all subsequent events until August 14, 2023, when the unaudited condensed consolidated financial statements were issued. Accordingly, where applicable, the notes to these Unaudited Condensed Consolidated Financial Statements have been updated and adjustments to the Company's Unaudited Condensed Consolidated Financial Statements have been reflected. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). For interim financial reporting not all disclosures normally required in annual Consolidated Financial Statements prepared in accordance with U.S. GAAP are required. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of normal and recurring nature, have been made for the interim periods reported. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. The balance sheet as of December 31, 2022 has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements for the year ended December 31, 2022 that are included in our annual report on Form 10-K filed with the SEC on March 13, 2023 (“Annual Report”). All intercompany transactions and balances have been eliminated in consolidation. The ownership interest of noncontrolling investors of the Company's subsidiaries are recorded as noncontrolling interest. |
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 Unaudited Condensed Consolidated Financial Statements. 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, purchase price obligations in connection with business combinations, fair value of embedded derivatives, and fair value of warrant liability. To the extent the actual results differ materially from these estimates and assumptions, the Company’s future financial statements could be materially affected. |
Accounting Pronouncements | Accounting Pronouncements The authoritative bodies release standards and guidance, which are assessed by management for impact on the Company’s Unaudited Condensed Consolidated Financial Statements. The Company did not adopt or identify any Accounting Standards Updates (“ASUs”) that have yet to be adopted for the six months ended June 30, 2023 in the Company’s Unaudited Condensed Consolidated Financial Statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Instruments | The following table summarizes our instruments where fair value differs from carrying value: Fair Value June 30, 2023 December 31, 2022 (in thousands USD) Carry Amount Fair Value Carry Amount Fair Value Second Lien Facility Level 3 $ 12,777 $ 7,341 $ 19,409 $ 17,990 Blue Torch Credit Facility Level 3 69,567 65,536 55,000 52,888 Purchase Price Obligation Note Payable Level 3 10,737 9,320 10,243 8,837 |
Schedule of Roll-Forward of Fair Value Liabilities | The following table presents the changes in the fair value of the private warrant liability at June 30, 2023: (in thousands USD) Private Placement Warrants Beginning balance, January 1, 2023 $ 2,306 Change in valuation inputs and other assumptions (2,136) Ending balance, June 30, 2023 $ 170 The following table presents the changes in the fair value of the embedded derivative assets (liabilities) at June 30, 2023: (in thousands USD) Embedded Derivative Asset (Liability) Beginning balance, January 1, 2023 $ (7) Change in valuation inputs and other assumptions 4,685 Nexxus conversion $ (4,678) Ending balance, June 30, 2023 $ — The following table provides a roll-forward of the obligation related to the 2019 acquisition due to the seller: (in thousands USD) Purchase Price Obligation Note Payable Opening balance, January 1, 2023 $ 10,243 Accrued interest on the contingent consideration 494 Ending balance, June 30, 2023 10,737 Less: Current portion 10,737 Purchase price obligation note payable, net of current portion $ — |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Selected Balance Sheet Items | The following table provides detail of select balance sheet items : (in thousands USD) June 30, December 31, Cash and cash equivalents $ 3,779 $ 8,478 Restricted cash 245 213 Total cash, cash equivalents and restricted cash $ 4,024 $ 8,691 (in thousands USD) June 30, December 31, Accounts receivables $ 12,980 $ 15,839 Unbilled accounts receivables 13,827 12,945 Other receivables 815 435 Allowance for doubtful accounts (347) (158) Total accounts receivable, net $ 27,275 $ 29,061 (in thousands USD) June 30, December 31, Employee retention credit $ 2,019 $ 4,775 Income tax receivables 3,619 3,077 Prepaid expenses and other current assets 1,679 2,008 Total prepaid expenses and other current assets $ 7,317 $ 9,860 (in thousands USD) June 30, December 31, Accrued wages, vacation & other employee related items $ 7,482 $ 3,362 Accrued interest 257 978 Accrued incentive compensation 1,681 712 Accrued services 4,129 3,426 Other accrued liabilities 716 636 Total accrued liabilities $ 14,265 $ 9,114 |
Schedule of Allowance for Doubtful Accounts | The following table is a rollforward of the allowance for doubtful accounts : Six Months Ended June 30, (in thousands USD) 2023 2022 Beginning balance, January 1 $ 158 $ 188 Charges to expense 165 21 Foreign currency translation 24 1 Ending balance $ 347 $ 210 |
Schedule of Roll-Forward of Fair Value Liabilities | The following table presents the changes in the fair value of the private warrant liability at June 30, 2023: (in thousands USD) Private Placement Warrants Beginning balance, January 1, 2023 $ 2,306 Change in valuation inputs and other assumptions (2,136) Ending balance, June 30, 2023 $ 170 The following table presents the changes in the fair value of the embedded derivative assets (liabilities) at June 30, 2023: (in thousands USD) Embedded Derivative Asset (Liability) Beginning balance, January 1, 2023 $ (7) Change in valuation inputs and other assumptions 4,685 Nexxus conversion $ (4,678) Ending balance, June 30, 2023 $ — The following table provides a roll-forward of the obligation related to the 2019 acquisition due to the seller: (in thousands USD) Purchase Price Obligation Note Payable Opening balance, January 1, 2023 $ 10,243 Accrued interest on the contingent consideration 494 Ending balance, June 30, 2023 10,737 Less: Current portion 10,737 Purchase price obligation note payable, net of current portion $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: (in thousands USD) June 30, December 31, Computer equipment $ 571 $ 4,366 Leasehold improvements 61 1,352 Furniture and equipment 953 1,328 Computer software 4,296 3,264 Transportation equipment 4 24 Finance lease right-of-use assets 374 643 6,259 10,977 Less: accumulated depreciation (2,845) (7,733) Property and equipment, net $ 3,414 $ 3,244 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents changes in the goodwill balances as of June 30, 2023: (in thousands USD) LATAM USA Total December 31, 2022 $ 40,490 $ 30,694 $ 71,184 Impairments charges (19,070) — (19,070) Foreign currency translation 1,173 — 1,173 June 30, 2023 $ 22,593 $ 30,694 $ 53,287 |
Schedule of Finite-Lived Intangible Assets | Summary of our finite-lived intangible assets is as follows: As of June 30, 2023 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ 2,110 $ (32,144) 59,881 10.3 Tradename 1,234 110 (623) 721 2.4 Total $ 91,149 $ 2,220 $ (32,767) $ 60,602 10.2 As of December 31, 2022 (in thousands USD) Gross Carrying Amount Currency Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Customer relationships $ 89,915 $ (72) (29,250) $ 60,593 10.8 Tradename 1,234 16 (488) 762 2.9 Total $ 91,149 $ (56) $ (29,738) $ 61,355 10.7 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt as of June 30, 2023 and December 31, 2022 consists of the following: (in thousands USD) June 30, December 31, Borrowings under revolving credit agreement, principal due January 1, 2025 $ 6,283 $ 3,000 Borrowings under term loan, principal due January 1, 2025 69,567 55,000 Unamortized debt issuance costs and debt discount (a) — (4,817) Blue Torch Credit Facility, net of unamortized debt issuance costs and debt discount 75,850 53,183 Paycheck Protection Program loans, 1% interest, due May 2, 2025 187 234 Subordinated promissory note payable with a related party, 20% effective December 21, 2021, principal due March 31, 2023 776 673 Subordinated debt, guaranteed by a related party, principal due July 27, 2023 1,580 3,700 Unamortized debt issuance costs (a) (48) (70) Subordinated debt, guaranteed by a related party, net of unamortized debt issuance costs 1,532 3,630 Convertible note payable with a related party, 11% interest capitalized every three months, principal due September 15, 2026 46 44 Convertible note payable with a related party, 11% interest capitalized every three months, principal due July 1, 2025 3,555 3,365 Convertible note payable with a related party, 17.41% interest capitalized every three months, principal due July 1, 2025 9,176 7,423 Convertible note payable with a related party, 11% interest capitalized every three months, principal due June 15, 2023 — 3,724 Convertible note payable with a related party, 17.41% interest capitalized every three months, principal due June 15, 2023 — 4,853 Unamortized debt premium and debt discount (a) — (1,073) Second Lien Facility, net of unamortized debt premium and debt discount 12,777 18,336 Total debt, net of unamortized debt issuance costs, debt premium, and debt discount 91,122 76,056 Total financing obligations 397 533 Less: current portion of debt and financing obligations (91,236) (37,194) Long-term debt and financing obligations, net of unamortized debt issuance costs, debt premium and debt discount, and current portion $ 283 $ 39,395 _________________ (a) Debt issuance costs, premium, and discount are presented as a reduction, addition, and reduction to the Company’s debt, respectively in the Unaudited Condensed Consolidated Balance Sheets. $5.7 million and $1.9 million of debt issuance cost and discount/premium amortization was charged to interest expense for the six months ended June 30, 2023 and 2022. Computation Period Ending Leverage Ratio June 30, 2023 6.00:1.00 July 31, 2023 5.28:1.00 August 31, 2023 4.51:1.00 September 30, 2023 4.12:1.00 October 31, 2023 3.50:1.00 November 30, 2023 3.14:1.00 December 31, 2023 4.63:1.00 January 31, 2024 and each fiscal month ending thereafter 3.50:1.00 Computation Period Ending EBITDA June 30, 2023 $ 10,607,000 July 31, 2023 12,023,000 August 31, 2023 14,055,000 September 30, 2023 15,415,000 October 31, 2023 18,117,000 November 30, 2023 20,224,000 December 31, 2023 and each fiscal month ending thereafter 13,707,000 Computation Period Ending First Lien Leverage Ratio June 30, 2023 7.20:1.00 July 31, 2023 6.34:1.00 August 31, 2023 5.41:1.00 September 30, 2023 4.94:1.00 October 31, 2023 4.20:1.00 November 30, 2023 3.77:1.00 December 31, 2023 5.56:1.00 January 31, 2024 and each fiscal quarter ending thereafter 4.20:1.00 Computation Period Ending EBITDA June 30, 2023 8,485,600 July 31, 2023 9,618,400 August 31, 2023 11,244,000 September 30, 2023 12,332,000 October 31, 2023 14,493,600 November 30, 2023 16,179,200 December 31, 2023 and each fiscal month end thereafter 10,965,600 |
Other Income, net (Tables)
Other Income, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Items included in other income, net in the Unaudited Condensed Consolidated Statements of Operations are as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Foreign exchange gain $ 1,481 $ (263) $ 3,210 $ (6) Forgiveness of PPP loans — — — 7,280 Other non-operating expense (361) (251) (372) (467) Total other income, net $ 1,120 $ (514) $ 2,838 $ 6,807 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) and Effective Income Tax Rate | Income tax expense and effective income tax rate were as follows for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Income tax expense $ 430 $ (28) $ 449 $ 223 Effective tax rates (2.2 %) 0.8 % (0.8 %) (2.3 %) |
Net Revenues (Tables)
Net Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: (in thousands USD) Timing of Revenue Recognition Three Months Ended June 30, Six Months Ended June 30, Revenues by Contract Type 2023 2022 2023 2022 Time and materials over time $ 26,278 $ 32,851 $ 54,395 $ 66,102 Fixed price over time 12,047 13,315 25,774 24,288 Total $ 38,325 $ 46,166 $ 80,169 $ 90,390 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 United States $ 22,436 $ 29,287 $ 48,550 $ 58,285 Latin America 15,889 16,879 31,619 32,105 Total $ 38,325 $ 46,166 $ 80,169 $ 90,390 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: (in thousands USD) June 30, December 31, United States $ 3,609 $ 4,077 Latin America 4,263 5,629 Total long-lived assets $ 7,872 $ 9,706 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | The following table summarizes the Company’s restructuring activities included in accrued liabilities: (in thousands USD) Organization Restructuring Balance as of December 31, 2022 $ 615 Restructuring charges 3,618 Payments (2,649) Balance as of June 30, 2023 $ 1,584 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: Three Months Ended June 30, Six Months Ended June 30, (in thousands USD, except share and loss per share data) 2023 2022 2023 2022 Net loss attributable to common stockholders $ (20,294) $ (3,545) $ (58,353) $ (9,892) Weighted average number of common stock - basic and diluted 48,819,648 46,043,419 48,079,580 46,028,557 Loss per common share attributable to common stockholders: Basic $ (0.42) $ (0.08) $ (1.21) $ (0.21) Diluted (0.42) (0.08) (1.21) (0.21) |
Schedule of Potential Shares of Antidilutive Common Stock | The following table presents securities that are excluded from the computation of diluted net loss per common stock as of the periods presented because including them would have been antidilutive: June 30, 2023 2022 Public and private warrants 10,861,230 10,861,230 Common stock held by administrative agent with restricted resale rights 1,622,079 2,016,129 Unvested 2021 Plan awards for common stock with a service condition 1,831,411 1,152,284 Unvested 2021 Plan awards for common stock with a market condition 2,316,829 3,011,780 Unvested 2021 Plan awards for common stock with a performance condition 4,280,000 — |
Equity-based Arrangements (Tabl
Equity-based Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The Company recorded the following compensation costs related to service condition awards for the six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Service Condition Awards - Expense $ 635 $ 1,566 $ 1,638 $ 1,944 The Company recorded the following compensation costs related to market condition awards for the six months ended June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, (in thousands USD) 2023 2022 2023 2022 Market Condition Awards - Expense $ 354 $ 454 $ 898 $ 594 |
Schedule of Nonvested Share Activity | The following table summarizes the service condition awards activity for the six months ended June 30, 2023, and provides information for service condition awards outstanding as of June 30, 2023: 2023 Number of Awards Weighted Average Fair Value Unvested shares at January 1 899,210 $ 4.46 Granted 1,476,980 $ 2.04 Vested (359,992) $ 4.47 Forfeited (184,787) $ 4.44 Unvested shares at June 30 1,831,411 $ 4.41 The following table summarizes the market condition awards activity for the six months ended June 30, 2023, and provides information for market condition awards outstanding as of June 30, 2023: 2023 Number of Awards Weighted Average Fair Value Unvested shares at January 1 3,001,774 $ 2.49 Granted 87,570 $ 2.00 Vested — $ — Forfeited (772,515) $ 2.24 Unvested shares at June 30 2,316,829 $ 2.49 |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Detail of Non-Cash Activity and Cash Flow Information | The following table provides detail of non-cash activity and cash flow information: (in thousands USD) Six Months Ended June 30, Supplemental disclosure of non-cash investing activities & cash flow information 2023 2022 Cash paid during the year for income tax 461 — Forgiveness of PPP loans — 7,280 Right-of-use assets obtained in exchange for operating lease liabilities 22 1,359 Assets obtained in exchange for a finance lease obligation 31 — Cash paid during the period for interest 2,148 1,489 Fees capitalized by creditor 7,500 — |
Organization and Basis of Con_2
Organization and Basis of Consolidation and Presentation - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Cost of revenue | $ 26,040 | $ 30,138 | $ 52,951 | $ 59,851 | |||
Selling, general and administrative expenses | 14,834 | 12,244 | 30,883 | 25,550 | |||
Revision of Prior Period, Reclassification, Adjustment | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Cost of revenue | $ (600) | (600) | (600) | (1,300) | |||
Selling, general and administrative expenses | $ 600 | $ 600 | 600 | $ 1,300 | |||
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Current portion of long-term debt and financing obligations | $ 91,100 | 91,100 | $ 37,200 | ||||
Adjustments to working capital | $ 103,700 | ||||||
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | Subsequent Event | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Debt instrument, covenant, required to maintain cash | $ 3,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Instruments (Details) - Level 3 - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Carry Amount | Second Lien Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | $ 12,777 | $ 19,409 |
Carry Amount | Blue Torch Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 69,567 | 55,000 |
Carry Amount | Purchase Price Obligation Note Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 10,737 | 10,243 |
Fair Value | Second Lien Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 7,341 | 17,990 |
Fair Value | Blue Torch Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | 65,536 | 52,888 |
Fair Value | Purchase Price Obligation Note Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable, fair value disclosure | $ 9,320 | $ 8,837 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Private Warrant Liability (Details) - Level 3 - Private Placement Warrants $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 2,306 |
Change in valuation inputs and other assumptions | (2,136) |
Ending balance | $ 170 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Fair Value of Embedded Derivative Liabilities (Details) - Level 3 - Embedded Derivative Asset (Liability) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ (7) |
Change in valuation inputs and other assumptions | 4,685 |
Nexxus conversion | (4,678) |
Ending balance | $ 0 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 3,779 | $ 8,478 | ||
Restricted cash | 245 | 213 | ||
Total cash, cash equivalents and restricted cash | $ 4,024 | $ 8,691 | $ 11,279 | $ 8,640 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivables | $ 12,980 | $ 15,839 |
Unbilled accounts receivables | 13,827 | 12,945 |
Other receivables | 815 | 435 |
Allowance for doubtful accounts | (347) | (158) |
Total accounts receivable, net | $ 27,275 | $ 29,061 |
Balance Sheet Details - Sched_3
Balance Sheet Details - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee retention credit | $ 2,019 | $ 4,775 |
Income tax receivables | 3,619 | 3,077 |
Prepaid expenses and other current assets | 1,679 | 2,008 |
Total prepaid expenses and other current assets | $ 7,317 | $ 9,860 |
Balance Sheet Details - Sched_4
Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued wages, vacation & other employee related items | $ 7,482 | $ 3,362 |
Accrued interest | 257 | 978 |
Accrued incentive compensation | 1,681 | 712 |
Accrued services | 4,129 | 3,426 |
Other accrued liabilities | 716 | 636 |
Total accrued liabilities | $ 14,265 | $ 9,114 |
Balance Sheet Details - Sched_5
Balance Sheet Details - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 158 | $ 188 |
Charges to expense | 165 | 21 |
Foreign currency translation | 24 | 1 |
Ending balance | $ 347 | $ 210 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 15, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Loss on debt extinguishment | $ (101) | $ (950) | $ 10,061 | $ 6,186 | |||
Cost of revenue | $ (26,040) | (30,138) | (52,951) | (59,851) | |||
Revision of Prior Period, Reclassification, Adjustment | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Cost of revenue | $ 600 | $ 600 | $ 600 | $ 1,300 | |||
Purchase Price Obligation Note Payable | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Accrued interest rate of contingent consideration (as a percent) | 12% | 12% | |||||
Convertible interest rate percentage | 11% | ||||||
Loss on debt extinguishment | $ 700 |
Balance Sheet Details - Sched_6
Balance Sheet Details - Schedule of Roll-Forward of Fair Value Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Less: Current portion | $ 10,737 | $ 10,243 |
Purchase Price Obligation Note Payable | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 10,243 | |
Accrued interest on the contingent consideration | 494 | |
Ending balance | 10,737 | |
Less: Current portion | 10,737 | |
Purchase price obligation note payable, net of current portion | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,259 | $ 10,977 |
Less: accumulated depreciation | (2,845) | (7,733) |
Property and equipment, net | 3,414 | 3,244 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 571 | 4,366 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 61 | 1,352 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 953 | 1,328 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,296 | 3,264 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4 | 24 |
Finance lease right-of-use assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 374 | $ 643 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 400,000 | $ 100,000 | $ 700,000 | $ 300,000 |
Impairment expense | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2021 | |
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 19,070,000 | ||||
Indefinite-lived intangible assets impairment | $ 0 | $ 0 | |||
Tradename | |||||
Goodwill [Line Items] | |||||
Indefinite-lived intangible assets | 16,400,000 | $ 16,500,000 | |||
Tradename | |||||
Goodwill [Line Items] | |||||
Averaging remaining economic life | 5 years | ||||
LATAM | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | 19,070,000 | ||||
USA | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Changes in Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 71,184 |
Impairments charges | (19,070) |
Foreign currency translation | 1,173 |
Ending balance | 53,287 |
LATAM | |
Goodwill [Roll Forward] | |
Beginning balance | 40,490 |
Impairments charges | (19,070) |
Foreign currency translation | 1,173 |
Ending balance | 22,593 |
USA | |
Goodwill [Roll Forward] | |
Beginning balance | 30,694 |
Impairments charges | 0 |
Foreign currency translation | 0 |
Ending balance | $ 30,694 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 91,149 | $ 91,149 |
Currency Translation Adjustment | 2,220 | (56) |
Accumulated Amortization | (32,767) | (29,738) |
Net Carrying Amount | $ 60,602 | $ 61,355 |
Weighted Average Remaining Useful Life (Years) | 10 years 2 months 12 days | 10 years 8 months 12 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 89,915 | $ 89,915 |
Currency Translation Adjustment | 2,110 | (72) |
Accumulated Amortization | (32,144) | (29,250) |
Net Carrying Amount | $ 59,881 | $ 60,593 |
Weighted Average Remaining Useful Life (Years) | 10 years 3 months 18 days | 10 years 9 months 18 days |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,234 | $ 1,234 |
Currency Translation Adjustment | 110 | 16 |
Accumulated Amortization | (623) | (488) |
Net Carrying Amount | $ 721 | $ 762 |
Weighted Average Remaining Useful Life (Years) | 2 years 4 months 24 days | 2 years 10 months 24 days |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Total debt, net of unamortized debt issuance costs, debt premium, and debt discount | $ 91,122 | $ 76,056 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Long-term debt and financing obligations, net of unamortized debt issuance costs, debt premium and debt discount, and current portion, Less: current portion of debt and financing obligations | ||
Total financing obligations | $ 397 | 533 | |
Less: current portion of debt and financing obligations | (91,236) | (37,194) | |
Long-term debt and financing obligations, net of unamortized debt issuance costs, debt premium and debt discount, and current portion | 283 | 39,395 | |
Amortization of debt issuance costs and discounts | 5,700 | $ 1,900 | |
Line of Credit | Blue Torch Credit Facility | |||
Debt Instrument [Line Items] | |||
Borrowings | 75,850 | 53,183 | |
Unamortized debt discount, net | 0 | (4,817) | |
Line of Credit | Revolving Credit Agreement Due on January 1, 2025 | |||
Debt Instrument [Line Items] | |||
Borrowings | 6,283 | 3,000 | |
Line of Credit | Term Loan Due January 1, 2025 | |||
Debt Instrument [Line Items] | |||
Borrowings | 69,567 | 55,000 | |
Loans Payable | Paycheck Protection Program, CARES Act, Due May 2, 2025 | |||
Debt Instrument [Line Items] | |||
Total debt, net of unamortized debt issuance costs, debt premium, and debt discount | $ 187 | $ 234 | |
Stated interest rate (as a percent) | 1% | 1% | |
Subordinated Debt | Related Party Subordinated Promissory Note Payable Due March 31, 2023 | |||
Debt Instrument [Line Items] | |||
Total debt, net of unamortized debt issuance costs, debt premium, and debt discount | $ 776 | $ 673 | |
Stated interest rate (as a percent) | 20% | 20% | |
Subordinated Debt | Exitus Capital Subordinated Debt | |||
Debt Instrument [Line Items] | |||
Borrowings | $ 1,580 | $ 3,700 | |
Unamortized debt discount, net | (48) | (70) | |
Total debt, net of unamortized debt issuance costs, debt premium, and debt discount | 1,532 | 3,630 | |
Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount, net | 0 | (1,073) | |
Total debt, net of unamortized debt issuance costs, debt premium, and debt discount | 12,777 | 18,336 | |
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. 11% Convertible Notes Payable Due September 15, 2026 | |||
Debt Instrument [Line Items] | |||
Borrowings | $ 46 | 44 | |
Stated interest rate (as a percent) | 11% | ||
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. 11% Convertible Notes Payable Due July 1, 2025 | |||
Debt Instrument [Line Items] | |||
Borrowings | $ 3,555 | 3,365 | |
Stated interest rate (as a percent) | 11% | ||
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. 17.41% Convertible Notes Payable Due July 1, 2025 | |||
Debt Instrument [Line Items] | |||
Borrowings | $ 9,176 | 7,423 | |
Stated interest rate (as a percent) | 17.41% | ||
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. 11% Convertible Notes Payable Due June 15, 2023 | |||
Debt Instrument [Line Items] | |||
Borrowings | $ 0 | 3,724 | |
Stated interest rate (as a percent) | 11% | ||
Convertible Notes Payable | Nexxus Capital Equity Fund VI, L.P. 17.41% Convertible Notes Payable Due June 15, 2023 | |||
Debt Instrument [Line Items] | |||
Borrowings | $ 0 | $ 4,853 | |
Stated interest rate (as a percent) | 17.41% |
Long-term Debt - Blue Torch Cre
Long-term Debt - Blue Torch Credit Facility (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||
Jul. 17, 2023 | Apr. 20, 2023 | Apr. 15, 2023 | Mar. 07, 2023 | Jun. 28, 2022 | May 27, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 15, 2023 | Aug. 10, 2022 | |
Line of Credit Facility [Line Items] | ||||||||||||
Loss on debt extinguishment | $ (101,000) | $ (950,000) | $ 10,061,000 | $ 6,186,000 | ||||||||
Blue Torch Credit Facility | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt issuance costs | $ 5,000,000 | $ 600,000 | ||||||||||
Debt instrument, indebtedness and related obligations to be paid in current year | $ 34,000,000 | |||||||||||
Blue Torch Credit Facility | Line of Credit | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Additional term loan amount | $ 4,600,000 | |||||||||||
Blue Torch Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.26161% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 9% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 1% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Reference Rate | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 8% | |||||||||||
Amendment fees | $ 2,500,000 | |||||||||||
Blue Torch Credit Facility | Line of Credit | Reference Rate | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 8% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Reference Rate | Maximum | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Post Default Rate | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, penalty fee (as a percent) | 2% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Post Default Rate | Minimum | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 2% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Federal Rate | Maximum | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 0.50% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Prime Rate | Maximum | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 8.25% | |||||||||||
Blue Torch Credit Facility | Line of Credit | Periodic Payment Period One | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, periodic payment | $ 15,000,000 | |||||||||||
Debt instrument, administrative agent fee | $ 4,000,000 | |||||||||||
Debt instrument, failed payment fee | 4,000,000 | |||||||||||
Principal payment | 15,000,000 | |||||||||||
Blue Torch Credit Facility | Line of Credit | Periodic Payment Period Two | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, periodic payment | 20,000,000 | |||||||||||
Debt instrument, administrative agent fee | $ 2,000,000 | |||||||||||
Debt instrument, failed payment fee | 2,000,000 | |||||||||||
Principal payment | $ 20,000,000 | |||||||||||
Blue Torch Credit Facility | Line of Credit | Periodic Payment Period Three | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, periodic payment | 25,000,000 | |||||||||||
Debt instrument, failed payment fee | 3,000,000 | |||||||||||
Blue Torch Credit Facility | Line of Credit | Periodic Payment Period Four | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, periodic payment | 700,000 | |||||||||||
Secured Debt | Term Loan Due May 27, 2026 | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, face amount | $ 55,000,000 | |||||||||||
Proceeds from issuance of secured debt | 55,000,000 | |||||||||||
Debt instrument, administrative agent fee | 6,000,000 | |||||||||||
Secured Debt | Blue Torch Credit Facility | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt issuance costs | $ 1,100,000 | |||||||||||
Debt discount | $ 700,000 | 700,000 | ||||||||||
Loss on debt extinguishment | $ 10,200,000 | |||||||||||
Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, administrative agent fee | $ 1,500,000 | |||||||||||
Repayments of debt | 1,000,000 | |||||||||||
Interest costs capitalized | $ 900,000 | |||||||||||
Revolving Credit Facility | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Increase in maximum borrowing capacity | $ 3,000,000 | |||||||||||
Revolving Credit Facility | Bank Credit Agreement Due on May 27, 2026 | Line of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||||||
Proceeds from lines of credit | $ 3,000,000 | |||||||||||
Unused capacity, commitment fee (as a percent) | 2% |
Long-term Debt - Second Lien Fa
Long-term Debt - Second Lien Facility (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 15, 2023 | Dec. 27, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 18, 2022 | Aug. 10, 2022 | Nov. 22, 2021 | |
Debt Instrument [Line Items] | ||||||||||||
Loss on debt extinguishment | $ (101) | $ (950) | $ 10,061 | $ 6,186 | ||||||||
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 20,700 | |||||||||||
Debt issuance costs | $ 900 | |||||||||||
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Step up in interest rate (as a percent) | 1% | |||||||||||
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Step up in interest rate (as a percent) | 5% | |||||||||||
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% | |||||||||||
Credit Suisse Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate (as a percent) | 17.41% | |||||||||||
Second Lien Facility | Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on debt extinguishment | $ 8,800 | $ 11,700 | $ 2,900 | |||||||||
Embedded derivative liability | $ 9,000 | |||||||||||
Credit Suisse Convertible Notes Payable Due June 15, 2023 | Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion options exercised | $ 200 | |||||||||||
Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due June 15, 2023 | Convertible Notes Payable | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 4.64 | $ 10.19 | $ 4.64 | $ 4.64 | ||||||||
Conversion options exercised | $ 4,500 | |||||||||||
Shares issued upon conversion of debt (in shares) | 2,163,412 |
Long-term Debt - AGS Subordinat
Long-term Debt - AGS Subordinated Promissory Note (Details) | Feb. 10, 2023 shares | Jan. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 21, 2021 | Dec. 20, 2021 | Jun. 24, 2021 USD ($) |
Debt Instrument [Line Items] | |||||||
Common stock, value, issued | $ 5,000 | $ 5,000 | |||||
Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, collateral, percentage of net proceeds from sale of stock (as a percent) | 100% | ||||||
Debt instrument, covenant, total leverage ratio | 2.50 | ||||||
Related Party Subordinated Promissory Note Payable Due December 12, 2021 | Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 800,000 | $ 700,000 | |||||
Stated interest rate (as a percent) | 20% | 14% | |||||
Debt instrument, increase, accrued interest | 100,000 | ||||||
Debt instrument, collateral, shares issued | shares | 414,367 | ||||||
Debt instrument, collateral, percentage of net proceeds from sale of stock (as a percent) | 100% | ||||||
Related Party Subordinated Promissory Note Payable Due December 12, 2021 | Subordinated Debt | Class A | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, value, issued | $ 1,800,000 |
Long-term Debt - Exitus Capital
Long-term Debt - Exitus Capital Subordinated Debt (Details) | 6 Months Ended | ||||||||||
Feb. 10, 2023 shares | Jan. 26, 2023 USD ($) | Jul. 26, 2022 USD ($) | Jan. 25, 2022 USD ($) | Jul. 26, 2021 USD ($) payment_term | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Feb. 27, 2023 USD ($) | Jan. 31, 2023 USD ($) | Jan. 27, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Proceeds from loans | $ 3,000,000 | $ 58,000,000 | |||||||||
Common stock, value, issued | $ 5,000 | $ 5,000 | |||||||||
Subordinated Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, collateral, percentage of net proceeds from sale of stock (as a percent) | 100% | ||||||||||
Exitus Capital Subordinated Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,000,000 | $ 1,100,000 | |||||||||
Remaining principal amount | $ 1,600,000 | ||||||||||
Exitus Capital Subordinated Debt | Class A | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Common stock, value, issued | $ 5,200,000 | ||||||||||
Exitus Capital Subordinated Debt | Subordinated Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 3,700,000 | ||||||||||
Proceeds from loans | 3,200,000 | ||||||||||
Debt discount | $ 500,000 | ||||||||||
Additional payment terms | payment_term | 2 | ||||||||||
Additional payment terms period | 6 months | 6 months | 6 months | ||||||||
Debt issuance costs | $ 500,000 | $ 500,000 | |||||||||
Debt instrument, administrative agent fee | $ 400,000 | ||||||||||
Debt instrument, collateral, shares issued | shares | 1,207,712 | ||||||||||
Debt instrument, collateral multiple of principal balance, minimum | 2 |
Long-term Debt - Paycheck Prote
Long-term Debt - Paycheck Protection Program Loans (Details) $ in Thousands | 6 Months Ended | |||||||
Jan. 19, 2022 USD ($) | Jun. 13, 2021 USD ($) | Mar. 09, 2021 USD ($) | Dec. 25, 2020 USD ($) | May 01, 2020 USD ($) subsidiary | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Proceeds from loans | $ 3,000 | $ 58,000 | ||||||
Forgiveness of PPP loans | 0 | $ 7,280 | ||||||
Borrowings, net of unamortized debt issuance costs | $ 91,122 | $ 76,056 | ||||||
Paycheck Protection Program Loans Due May 1, 2022 | Loans Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of subsidiaries receiving loans | subsidiary | 4 | |||||||
Proceeds from loans | $ 9,300 | |||||||
Paycheck Protection Program Loan, $0.2 Million | Loans Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Forgiveness of PPP loans | $ 100 | |||||||
Debt instrument, face amount | $ 200 | |||||||
Paycheck Protection Program Loan, $0.3 Million | Loans Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Forgiveness of PPP loans | $ 100 | |||||||
Debt instrument, face amount | $ 300 | |||||||
Paycheck Protection Program Loan, $1.2 Million | Loans Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Forgiveness of PPP loans | $ 1,200 | |||||||
Debt instrument, face amount | $ 1,200 | |||||||
Paycheck Protection Program Loan, $7.6 Million | Loans Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Forgiveness of PPP loans | $ 7,300 | |||||||
Debt instrument, face amount | 7,600 | |||||||
Borrowings, net of unamortized debt issuance costs | 300 | |||||||
Current portion of long-term debt and financing obligations | $ 100 |
Long-term Debt - Prior First Li
Long-term Debt - Prior First Lien Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
May 27, 2022 | Dec. 29, 2021 | Dec. 27, 2021 | Nov. 29, 2021 | Nov. 22, 2021 | Jun. 24, 2021 | Mar. 22, 2021 | Oct. 29, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2019 | Mar. 30, 2022 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | ||||||||||||||||
Repayments of borrowings | $ 5,012,000 | $ 37,193,000 | ||||||||||||||
Cash paid for shares withheld from a grantee to satisfy tax withholding | $ 21,800,000 | |||||||||||||||
Loss on debt extinguishment | $ (101,000) | $ (950,000) | 10,061,000 | $ 6,186,000 | ||||||||||||
Class A common stock $0.0001 par value, 210,000,000 shares authorized, 52,385,919 and 48,402,534 shares issued as of June 30, 2023 and December 31, 2022, respectively | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Collateral shares issued to subordinated creditors (in shares) | 4,439,333 | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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% | |||||||||||||||
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 | ||||||||||||||
Amended terms fee | $ 6,900,000 | |||||||||||||||
Repayments of debt | 40,200,000 | |||||||||||||||
Waived of debt issuance fees | $ 500,000 | |||||||||||||||
Shares returned as part of deferred fees settlement (in shares) | 2,423,204 | |||||||||||||||
Net proceeds applied to outstanding fee obligations (in percent) | 100% | |||||||||||||||
Fees payable | $ 3,500,000 | $ 3,500,000 | ||||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Secured Debt | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Repayments of borrowings | $ 20,000,000 | |||||||||||||||
Amended terms fee | $ 2,900,000 | $ 4,000,000 | $ 500,000 | |||||||||||||
Required breach of covenant payment | $ 20,000,000 | |||||||||||||||
Future equity issuances required to be repayments of debt (as a percent) | 60% | |||||||||||||||
Repayments of debt | $ 13,700,000 | |||||||||||||||
Loss on debt extinguishment | $ 7,100,000 | |||||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Secured Debt | April and May Principal Payments | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Deferred principal payments | 1,000,000 | |||||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Secured Debt | June and July Principal Payments | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Deferred principal payments | $ 1,000,000 | |||||||||||||||
Bank Credit Agreement Due November 10, 2023 | Line of Credit | Secured Debt | April, May, June and July Principal Payments | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Deferred principal payments | $ 4,000,000 | $ 4,000,000 |
Long-term Debt - Revenue Covena
Long-term Debt - Revenue Covenant (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | |
Blue Torch Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Minimum annual aggregate revenue | $ 150,000,000 | |
Convertible Notes Payable Due March 15, 2023 | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Minimum annual aggregate revenue | $ 120,000,000 |
Long-term Debt - Liquidity Requ
Long-term Debt - Liquidity Requirement (Details) $ in Millions | Mar. 07, 2023 USD ($) computation_Period |
Line of Credit | Blue Torch Credit Facility | |
Debt Instrument [Line Items] | |
Debt covenant, leverage ratio, number of computation periods | computation_Period | 4 |
Line of Credit | Blue Torch Credit Facility | Through March 24, 2023 | |
Debt Instrument [Line Items] | |
Liquidity requirement | $ 1 |
Line of Credit | Blue Torch Credit Facility | March 24, 2023 - April 15, 2023 | |
Debt Instrument [Line Items] | |
Liquidity requirement | 2 |
Line of Credit | Blue Torch Credit Facility | After April 15, 2023 | |
Debt Instrument [Line Items] | |
Liquidity requirement | $ 7 |
Line of Credit | Blue Torch Credit Facility | Period ending June 30, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 6 |
Line of Credit | Blue Torch Credit Facility | Period ending July 21, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 5.28 |
Line of Credit | Blue Torch Credit Facility | Period ending August 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 4.51 |
Line of Credit | Blue Torch Credit Facility | Period ending September 30, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 4.12 |
Line of Credit | Blue Torch Credit Facility | Period ending October 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 3.50 |
Line of Credit | Blue Torch Credit Facility | Period ending November 30, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 3.14 |
Line of Credit | Blue Torch Credit Facility | Period ending December 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 4.63 |
Line of Credit | Blue Torch Credit Facility | Period ending January 31, 2024 and thereafter | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 3.50 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | |
Debt Instrument [Line Items] | |
Debt covenant, leverage ratio, number of computation periods | computation_Period | 4 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Through March 24, 2023 | |
Debt Instrument [Line Items] | |
Liquidity requirement | $ 0.8 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | March 24, 2023 - April 15, 2023 | |
Debt Instrument [Line Items] | |
Liquidity requirement | 1.6 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | After April 15, 2023 | |
Debt Instrument [Line Items] | |
Liquidity requirement | $ 5.6 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending June 30, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 7.20 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending July 21, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 6.34 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending August 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 5.41 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending September 30, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 4.94 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending October 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 4.20 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending November 30, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 3.77 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending December 31, 2023 | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 5.56 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending January 31, 2024 and thereafter | |
Debt Instrument [Line Items] | |
Debt instrument, covenant, total leverage ratio | 4.20 |
Long-term Debt - EBITDA Require
Long-term Debt - EBITDA Requirement (Details) | Mar. 07, 2023 USD ($) |
Line of Credit | Blue Torch Credit Facility | |
Debt Instrument [Line Items] | |
Debt covenant, EBITDA requirement, required computation period | 12 months |
Line of Credit | Blue Torch Credit Facility | Periodic Payment Period One | |
Debt Instrument [Line Items] | |
Debt instrument, periodic payment | $ 15,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending June 30, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 10,607,000,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending July 21, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 12,023,000,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending August 31, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 14,055,000,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending September 30, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 15,415,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending October 31, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 18,117,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending November 30, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 20,224,000,000 |
Line of Credit | Blue Torch Credit Facility | Period ending December 21, 2023 and thereafter | |
Debt Instrument [Line Items] | |
EBITDA requirement | $ 13,707,000,000 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | |
Debt Instrument [Line Items] | |
Debt covenant, EBITDA requirement, required computation period | 12 months |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending June 30, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | $ 8,485,600 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending July 21, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 9,618,400 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending August 31, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 11,244,000 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending September 30, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 12,332,000 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending October 31, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 14,493,600 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending November 30, 2023 | |
Debt Instrument [Line Items] | |
EBITDA requirement | 16,179,200 |
Convertible Notes Payable | Convertible Notes Payable Due March 15, 2023 | Period ending December 21, 2023 and thereafter | |
Debt Instrument [Line Items] | |
EBITDA requirement | $ 10,965,600 |
Other Income, net (Details)
Other Income, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Foreign exchange gain | $ 1,481 | $ (263) | $ 3,210 | $ (6) |
Forgiveness of PPP loans | 0 | 0 | 0 | 7,280 |
Other non-operating expense | (361) | (251) | (372) | (467) |
Total other income, net | $ 1,120 | $ (514) | $ 2,838 | $ 6,807 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) and Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 430 | $ (28) | $ 449 | $ 223 |
Effective tax rates (as a percent) | (2.20%) | 0.80% | (0.80%) | (2.30%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates (as a percent) | (2.20%) | 0.80% | (0.80%) | (2.30%) |
Income tax expense | $ 430 | $ (28) | $ 449 | $ 223 |
Pretax loss | $ 19,879 | $ 3,530 | $ 57,931 | $ 9,577 |
Net Revenues - Schedule of Disa
Net Revenues - Schedule of Disaggregated Revenues by Contract Type and Timing of Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 38,325 | $ 46,166 | $ 80,169 | $ 90,390 |
Time and materials | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 26,278 | 32,851 | 54,395 | 66,102 |
Fixed price | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 12,047 | $ 13,315 | $ 25,774 | $ 24,288 |
Net Revenues - Narrative (Detai
Net Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | |||||
Deferred revenue | $ 3,515 | $ 3,515 | $ 2,151 | ||
Recognition of previously deferred revenue | $ 1,200 | $ 2,700 | |||
Revenue Benchmark | Customer Concentration Risk | Customer One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (as a percent) | 20% | 13% | 20% | 13% |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 operating_segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment Reporting and Geograp_4
Segment Reporting and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 38,325 | $ 46,166 | $ 80,169 | $ 90,390 | |
Long-lived assets | 7,872 | 7,872 | $ 9,706 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 22,436 | 29,287 | 48,550 | 58,285 | |
Long-lived assets | 3,609 | 3,609 | 4,077 | ||
Latin America | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 15,889 | $ 16,879 | 31,619 | $ 32,105 | |
Long-lived assets | $ 4,263 | $ 4,263 | $ 5,629 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 employee | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 1,101 | $ 162 | $ 3,618 | $ 915 | |
Reduction of Operating Cost and Improved Operating Efficiency | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of positions eliminated | employee | 250 | ||||
Restructuring charges | 1,100 | ||||
Expected cost remaining | $ 1,000 | $ 1,000 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | $ 1,101 | $ 162 | $ 3,618 | $ 915 |
Organization Restructuring | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 615 | |||
Restructuring charges | 3,618 | |||
Payments | (2,649) | |||
Ending balance | $ 1,584 | $ 1,584 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrants Disclosure [Abstract] | |
Warrant liability, number of securities called by each warrant or right (in shares) | 1 |
Number of securities called by each warrant or right (in shares) | 1 |
Number of warrants sold (in shares) | 8,050,000 |
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 |
Expiration term of warrants | 5 years |
Warrant liability, warrants outstanding (in shares) | 2,811,250 |
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 |
Warrants outstanding (in shares) | 8,049,980 |
Stockholders_ Equity - Common a
Stockholders’ Equity - Common and Preferred Stock (Details) | 6 Months Ended | ||||||||
Jun. 15, 2023 shares | Feb. 10, 2023 shares | Jun. 30, 2023 vote $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2022 $ / shares shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | May 09, 2021 class_of_stock | |
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 par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Votes per common share | vote | 1 | ||||||||
Preferred stock authorized (in shares) | 10,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Preferred stock outstanding (in shares) | 0 | ||||||||
Preferred stock issued (in shares) | 0 | ||||||||
Nexxus Capital Equity Fund VI, L.P. Convertible Notes Payable Due June 15, 2023 | Convertible Notes Payable | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued upon conversion of debt (in shares) | 2,163,412 | ||||||||
Senior Employees and Directors | Restricted Stock Units (RSUs) | 2021 Equity Incentive Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Granted (in shares) | 197,894 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock outstanding (in shares) | 52,385,919 | 50,032,843 | 48,402,534 | 48,171,500 | 50,473,423 | 50,402,763 | |||
Shares issued for collateral to subordinated creditors (in shares) | 1,622,079 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders - basic | $ (20,294) | $ (3,545) | $ (58,353) | $ (9,892) |
Net loss attributable to common stockholders - diluted | $ (20,294) | $ (3,545) | $ (58,353) | $ (9,892) |
Weighted average number of common stock - basic (in shares) | 48,819,648 | 46,043,419 | 48,079,580 | 46,028,557 |
Weighted average number of common stock - diluted (in shares) | 48,819,648 | 46,043,419 | 48,079,580 | 46,028,557 |
Loss per common share attributable to common stockholders - basic (in dollars per share) | $ (0.42) | $ (0.08) | $ (1.21) | $ (0.21) |
Loss per common share attributable to common stockholders - diluted (in dollars per share) | $ (0.42) | $ (0.08) | $ (1.21) | $ (0.21) |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potential Shares of Antidilutive Common Stock (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Public and private warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 10,861,230 | 10,861,230 |
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) | 1,622,079 | 2,016,129 |
Share-based Payment Arrangement | Unvested 2021 Plan awards for common stock with a service condition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 1,831,411 | 1,152,284 |
Share-based Payment Arrangement | Unvested 2021 Plan awards for common stock with a market condition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 2,316,829 | 3,011,780 |
Share-based Payment Arrangement | Unvested 2021 Plan awards for common stock with a performance condition | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive common shares (in shares) | 4,280,000 | 0 |
Equity-based Arrangements - 202
Equity-based Arrangements - 2021 Equity Incentive Plan (Details) - 2021 Equity Incentive Plan | Aug. 18, 2021 shares |
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% |
Equity-based Arrangements - Ser
Equity-based Arrangements - Service Condition Awards (Details) - Restricted Stock Units (RSUs), Service Condition Awards $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation | $ 5 |
Weighted-average recognition period of unrecognized stock-based compensation expense | 2 years 10 months 24 days |
Fair value of awards granted in period | $ 2.2 |
Fair value of awards vested in period | $ 1.6 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 5 years |
Equity-based Arrangements - Sch
Equity-based Arrangements - Schedule of Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restricted Stock Units (RSUs), Service Condition Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 635 | $ 1,566 | $ 1,638 | $ 1,944 |
Restricted Stock Units (RSUs), Market Condition Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 354 | $ 454 | $ 898 | $ 594 |
Equity-based Arrangements - S_2
Equity-based Arrangements - Schedule of Nonvested Share Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Restricted Stock Units (RSUs), Service Condition Awards | |
Number of Awards | |
Unvested at beginning of period (in shares) | shares | 899,210 |
Granted (in shares) | shares | 1,476,980 |
Vested (in shares) | shares | (359,992) |
Forfeited (in shares) | shares | (184,787) |
Unvested at end of period (in shares) | shares | 1,831,411 |
Weighted Average Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 4.46 |
Granted (in dollars per share) | $ / shares | 2.04 |
Vested (in dollars per share) | $ / shares | 4.47 |
Forfeited (in dollars per share) | $ / shares | 4.44 |
Unvested at end of period (in dollars per share) | $ / shares | $ 4.41 |
Restricted Stock Units (RSUs), Market Condition Awards | |
Number of Awards | |
Unvested at beginning of period (in shares) | shares | 3,001,774 |
Granted (in shares) | shares | 87,570 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (772,515) |
Unvested at end of period (in shares) | shares | 2,316,829 |
Weighted Average Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 2.49 |
Granted (in dollars per share) | $ / shares | 2 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 2.24 |
Unvested at end of period (in dollars per share) | $ / shares | $ 2.49 |
Equity-based Arrangements - Mar
Equity-based Arrangements - Market Condition Awards (Details) - Restricted Stock Units (RSUs), Market Condition Awards | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation | $ 3,400,000 |
Weighted-average recognition period of unrecognized stock-based compensation expense | 2 years 6 months |
Fair value of awards granted in period | $ 300,000 |
Fair value of awards vested in period | $ 0 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 5 years |
Derived service period | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Derived service period | 7 years |
Equity-based Arrangements - Per
Equity-based Arrangements - Performance Condition Awards (Details) - Restricted Stock Units (RSUs), Performance Condition Awards | May 16, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued in period (in shares) | 3,500,000 |
Revolving Credit Facility | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued in period (in shares) | 780,000 |
Equity-based Arrangements - Emp
Equity-based Arrangements - Employee Stock Purchase Plan (Details) - Employee Stock - Employee Stock Purchase Plan | Aug. 18, 2021 shares |
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% |
Initial share reserve (as a percent) | 200% |
Purchase price of common stock (as a percent) | 85% |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Liabilities for labor lawsuits and litigation | $ 0.7 | $ 0.6 |
Supplemental Cash Flows (Detail
Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental disclosure of non-cash investing activities & cash flow information | ||
Cash paid during the year for income tax | $ 461 | $ 0 |
Forgiveness of PPP loans | 0 | 7,280 |
Right-of-use assets obtained in exchange for operating lease liabilities | 22 | 1,359 |
Assets obtained in exchange for a finance lease obligation | 31 | 0 |
Cash paid during the period for interest | 2,148 | 1,489 |
Fees capitalized by creditor | $ 7,500 | $ 0 |