Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 04, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | Exela Technologies, Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 92,130,068 | ||
Entity Common Stock, Shares Outstanding | 147,511,430 | ||
Entity Central Index Key | 0001620179 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 05, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||||||||||
Cash and cash equivalents | $ 94,100 | $ 6,198 | $ 9,358 | $ 18,406 | $ 8,559 | $ 36,206 | $ 41,206 | $ 56,961 | $ 29,010 | ||
Restricted cash | 7,901 | 5,867 | 5,020 | 4,701 | 7,648 | 8,441 | 29,910 | 10,421 | |||
Accounts receivable, net of allowance for doubtful accounts of $4,975 and $4,359, respectively | 261,400 | 260,438 | 266,660 | 278,064 | 270,812 | 253,986 | 262,260 | 238,680 | |||
Related party receivables | 716 | 42 | 206 | 0 | |||||||
Inventories, net | 19,047 | 16,996 | 16,735 | 16,321 | 16,220 | 16,122 | 15,088 | 13,519 | |||
Prepaid expenses and other current assets | 23,663 | 22,617 | 23,713 | 25,252 | 24,937 | 26,933 | 24,108 | 27,520 | |||
Total current assets | 318,925 | 315,318 | 330,740 | 332,897 | 355,823 | 346,688 | 388,327 | 319,150 | |||
Property, plant and equipment, net of accumulated depreciation of $176,995 and $154,060, respectively | 113,637 | 119,469 | 125,018 | 129,621 | 132,986 | 131,156 | 135,585 | 132,870 | |||
Operating lease right-of-use assets, net | 93,627 | 93,352 | 96,498 | 100,727 | |||||||
Goodwill | 359,771 | 611,982 | 708,246 | 708,285 | 708,258 | 749,762 | 748,708 | 747,325 | $ 747,325 | ||
Intangible assets, net | 342,443 | 357,114 | 372,004 | 383,680 | 395,020 | 384,895 | 405,457 | 424,251 | |||
Deferred income tax assets | 12,032 | 15,950 | 16,301 | 16,322 | 16,345 | 15,606 | 16,076 | 9,967 | |||
Other noncurrent assets | 17,889 | 13,557 | 14,714 | 17,667 | 19,391 | 21,650 | 21,276 | 18,490 | |||
Total assets | 1,258,324 | 1,526,742 | 1,663,521 | 1,689,199 | 1,627,823 | 1,649,757 | 1,715,429 | 1,652,053 | |||
Current liabilities | |||||||||||
Accounts payables | 86,167 | 93,815 | 99,089 | 90,924 | 99,853 | 90,673 | 86,304 | 77,194 | |||
Related party payables | 1,740 | 10,207 | 11,671 | 13,812 | 15,363 | 15,792 | 17,023 | 14,172 | |||
Income tax payable | 352 | 2,525 | 4,898 | 1,996 | 5,422 | 5,385 | 6,967 | ||||
Accrued liabilities | 121,553 | 104,097 | 102,265 | 105,018 | 107,355 | 81,259 | 79,851 | 70,217 | |||
Accrued compensation and benefits | 48,574 | 49,636 | 50,218 | 55,745 | 52,211 | 52,464 | 48,409 | 47,279 | |||
Accrued interest | 48,769 | 24,602 | 48,935 | 23,928 | 49,071 | 23,845 | 48,885 | 23,795 | |||
Customer deposits | 27,765 | 30,161 | 28,914 | 28,410 | 34,235 | 39,419 | 36,997 | 36,542 | |||
Deferred revenue | 16,282 | 17,368 | 19,428 | 19,966 | 16,504 | 18,084 | 20,654 | 15,933 | |||
Obligation for claim payment | 39,156 | 43,267 | 41,496 | 46,063 | 56,002 | 52,889 | 94,233 | 56,554 | |||
Current portion of finance lease liabilities | 13,788 | 15,172 | 15,897 | 15,961 | 15,926 | 16,568 | 14,785 | ||||
Current portion of finance lease liabilities, ASC 840 | 17,498 | ||||||||||
Current portion of operating lease liabilities | 25,345 | 26,604 | 27,444 | 27,368 | |||||||
Current portion of long-term debts | 36,490 | 37,237 | 38,929 | 32,821 | 29,237 | 20,062 | 19,799 | 21,170 | |||
Total current liabilities | 465,981 | 452,166 | 486,811 | 464,914 | 479,325 | 415,835 | 474,108 | 384,608 | |||
Long-term debt, net of current maturities | 1,398,385 | 1,367,583 | 1,331,898 | 1,336,152 | 1,306,423 | 1,307,884 | 1,278,197 | 1,277,029 | |||
Finance lease liabilities, net of current portion | 20,272 | 24,159 | 25,772 | 27,231 | 22,945 | 25,193 | 26,474 | ||||
Finance lease liabilities, net of current portion, ASC 840 | 26,738 | ||||||||||
Pension liabilities | 25,681 | 28,850 | 27,141 | 27,730 | 27,641 | 32,887 | 32,967 | 28,540 | |||
Deferred income tax liabilities | 7,996 | 12,679 | 15,898 | 12,441 | 11,214 | 2,115 | 5,016 | 5,478 | |||
Long-term income tax liabilities | 2,806 | 2,892 | 2,842 | 3,158 | 3,024 | 3,470 | 3,470 | 3,470 | |||
Operating lease liabilities, net of current portion | 73,282 | 71,661 | 74,290 | 78,290 | |||||||
Other long-term liabilities | 6,962 | 7,866 | 7,882 | 6,747 | 14,717 | 15,307 | 16,208 | 13,879 | |||
Total liabilities | 2,001,365 | 1,967,856 | 1,972,534 | 1,956,663 | 1,869,082 | 1,800,443 | 1,835,159 | 1,739,478 | |||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 153,638,836 shares issued and 150,851,689 shares outstanding at December 31, 2019 and 152,692,140 shares issued and 150,142,955 shares outstanding at December 31, 2018 (including in each case the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action) | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 15 | |||
Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,294,233 shares issued and outstanding at December 31, 2019 and 4,569,233 shares issued and outstanding at December 31, 2018 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||
Additional paid in capital | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | |||
Less: common stock held in treasury, at cost; 2,787,147 shares at December 31, 2019 and 2,549,185 shares December 31, 2018 | (10,949) | (10,949) | (10,949) | (10,342) | (10,342) | (5,148) | (3,728) | (249) | |||
Equity-based compensation | 49,336 | 48,411 | 47,190 | 44,529 | 41,731 | 38,601 | 36,980 | 35,044 | |||
Accumulated deficit | (1,211,508) | (907,422) | (776,134) | (734,563) | (702,392) | (615,058) | (586,253) | (555,744) | |||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | (7,329) | (7,644) | (5,319) | (3,031) | (6,423) | (3,858) | (1,366) | (487) | |||
Unrealized pension actuarial losses, net of tax | (8,059) | (8,978) | (9,269) | (9,525) | (9,301) | (10,691) | (10,831) | (11,457) | |||
Total accumulated other comprehensive loss | (15,388) | (16,622) | (14,588) | (12,556) | (15,724) | (14,549) | (12,197) | (11,944) | |||
Total stockholders’ deficit | (743,041) | (441,114) | (309,013) | (267,464) | (241,259) | (150,686) | (119,730) | (87,425) | $ (51,796) | $ (339,901) | |
Total liabilities and stockholders’ deficit | $ 1,258,324 | $ 1,526,742 | $ 1,663,521 | $ 1,689,199 | $ 1,627,823 | $ 1,649,757 | $ 1,715,429 | $ 1,652,053 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets | ||||
Accounts receivable, allowance for doubtful accounts | $ 4,975 | $ 4,359 | ||
Accumulated depreciation on property, plant and equipment | $ 176,995 | $ 154,060 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 1,600,000,000 | 1,600,000,000 | ||
Common stock, shares issued | 153,638,836 | 152,692,140 | ||
Common stock, shares outstanding | 150,851,689 | 150,142,955 | ||
Common stock, shares returned | 4,570,734 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 4,294,233 | 4,569,233 | ||
Preferred stock, shares outstanding | 4,294,233 | 4,569,233 | ||
Common stock held in treasury at cost (in shares) | 2,787,147 | 2,549,185 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statement of Operations | |||||||||||||||
Revenue | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | $ 795,206 | $ 803,549 | $ 1,168,751 | $ 1,186,579 | $ 1,562,337 | $ 1,586,222 | $ 1,145,891 |
Cost of revenue (exclusive of depreciation and amortization) | 314,858 | 295,445 | 303,831 | 310,601 | 306,654 | 296,685 | 315,167 | 294,897 | 614,432 | 610,064 | 909,877 | 906,749 | 1,224,735 | 1,213,403 | 827,544 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 49,678 | 48,347 | 51,162 | 49,677 | 48,114 | 44,897 | 46,378 | 45,519 | 100,839 | 91,897 | 149,186 | 136,794 | 198,864 | 184,908 | 220,955 |
Depreciation and amortization | 24,421 | 25,079 | 24,779 | 26,624 | 33,684 | 33,410 | 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | ||||||||
Related party expense | 1,742 | 1,430 | 5,331 | 998 | 3,664 | 775 | 6,783 | 1,181 | 6,329 | 7,964 | 7,759 | 8,739 | 9,501 | 12,403 | 33,431 |
Operating loss | (249,512) | (93,914) | 5,746 | 16,457 | (40,600) | 7,263 | 7,310 | 15,331 | 22,203 | 22,642 | (71,711) | 29,904 | (321,223) | (10,696) | (104,366) |
Other expense (income), net: | |||||||||||||||
Interest expense, net | 43,216 | 40,573 | 39,959 | 39,701 | 38,999 | 39,087 | 39,229 | 38,676 | 79,660 | 77,905 | 120,235 | 116,992 | 163,449 | 155,991 | 129,676 |
Debt modification and extinguishment costs | 1,404 | 1,067 | 1,404 | 1,404 | 1,067 | 1,404 | 1,067 | 35,512 | |||||||
Sundry expense (income), net | 600 | (165) | 1,311 | (2,715) | (905) | 2,283 | 2,122 | (229) | (1,404) | 1,893 | (1,569) | 4,176 | 969 | (3,271) | 2,295 |
Other expense (income), net | 10,003 | 406 | 2,527 | 1,493 | 2,567 | (1,069) | (907) | (3,621) | 4,020 | (4,528) | 4,424 | (5,597) | 14,429 | (3,030) | (1,297) |
Net loss before income taxes | (302,131) | (135,058) | (36,833) | (27,452) | (83,071) | (29,539) | (28,890) | (19,953) | (64,285) | (48,842) | (199,343) | (78,382) | (501,474) | (161,453) | (270,552) |
Income tax (expense) benefit | (1,953) | 3,769 | (4,738) | (4,720) | (3,442) | 733 | (1,619) | (4,025) | (9,458) | (5,644) | (5,689) | (4,911) | (7,642) | (8,353) | 61,068 |
Net loss | (304,084) | (131,289) | (41,571) | (32,172) | (86,513) | (28,806) | (30,509) | (23,978) | (73,743) | (54,486) | (205,032) | (83,293) | (509,116) | (169,806) | (209,484) |
Dividend equivalent on Series A Preferred Stock related to beneficial conversion feature | 0 | 0 | (16,375) | ||||||||||||
Cumulative dividends for Series A Preferred Stock | (597) | (884) | (914) | (914) | (914) | (914) | (914) | (914) | (1,828) | (1,828) | (2,712) | (2,742) | (3,309) | (3,655) | (2,489) |
Net loss attributable to common stockholders | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (87,427) | $ (29,720) | $ (31,423) | $ (24,892) | $ (75,571) | $ (56,314) | $ (207,744) | $ (86,035) | $ (512,425) | $ (173,461) | $ (228,348) |
Loss per share - Basic and diluted (in dollars per share) | $ (2.09) | $ (0.91) | $ (0.29) | $ (0.23) | $ (0.59) | $ (0.20) | $ (0.21) | $ (0.17) | $ (3.52) | $ (1.17) | $ (2.18) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Comprehensive Loss | |||||||||||||||
Net Loss | $ (304,084) | $ (131,289) | $ (41,571) | $ (32,172) | $ (86,513) | $ (28,806) | $ (30,509) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) |
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | (2,325) | (2,288) | 3,392 | (2,566) | (2,492) | (879) | (268) | 1,104 | (1,147) | (1,221) | (3,639) | (906) | (6,204) | 3,328 | |
Unrealized pension actuarial gains (losses), net of tax | 291 | 256 | (224) | 1,390 | 140 | 626 | (403) | 32 | 223 | 323 | 363 | 1,242 | 1,753 | 1,285 | |
Total other comprehensive loss, net of tax | $ (133,323) | $ (43,603) | $ (29,004) | $ (87,689) | $ (31,158) | $ (30,762) | $ (24,649) | $ (72,607) | $ (55,410) | $ (205,930) | $ (86,569) | $ (508,780) | $ (174,257) | $ (204,871) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands | Common Stock | Preferred Stock | Treasury Stock | Additional Paid in Capital. | Equity-Based Compensation | Foreign Currency Translation Adjustment | Unrealized Pension Actuarial Losses, net of tax | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2016 | $ 6 | $ (57,395) | $ 27,342 | $ (3,547) | $ (12,339) | $ (293,968) | $ (339,901) | ||
Beginning balance (in shares) at Dec. 31, 2016 | 64,024,557 | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (209,484) | (209,484) | |||||||
Equity-based compensation | 6,743 | 6,743 | |||||||
Foreign currency translation adjustment | 3,328 | 3,328 | |||||||
Net realized pension actuarial gains, net of tax | 1,285 | 1,285 | |||||||
Merger recapitalization | $ 2 | 20,546 | 20,548 | ||||||
Merger recapitalization (in shares) | 16,575,443 | ||||||||
Shares issued to acquire Novitex | $ 3 | 244,797 | 244,800 | ||||||
Shares issued to acquire Novitex (in shares) | 30,600,000 | ||||||||
Issuance/conversion of Quinpario shares | $ 1 | 22,358 | 22,359 | ||||||
Issuance/conversion of Quinpario shares (in shares) | 12,093,331 | ||||||||
Sale of common shares at July 12, 2017 | $ 3 | 130,860 | 130,863 | ||||||
Sale of common shares at July 12, 2017 (in shares) | 18,757,942 | ||||||||
Issuance of Series A Preferred stock | $ 1 | 73,553 | 73,554 | ||||||
Issuance of Series A Preferred stock (in shares) | 9,194,233 | ||||||||
Shares issued for advisory services and underwriting fees | 28,573 | 28,573 | |||||||
Shares issued for advisory services and underwriting fees (in shares) | 3,609,375 | ||||||||
Preferred shares converted to common (in shares) | 3,667,803 | (3,000,000) | |||||||
Shares issued for HandsOn Global Management contract termination fee | 10,000 | 10,000 | |||||||
Shares issued for HandsOn Global Management contract termination fee ( in shares) | 1,250,000 | ||||||||
Equity issuance expenses | (7,649) | (7,649) | |||||||
Adjustment for beneficial conversion feature of Series A preferred stock (refer to Note 2) | 16,375 | (16,375) | |||||||
Shares repurchased | $ (249) | (249) | |||||||
Shares repurchased (in shares) | (49,300) | 49,300 | |||||||
Appraisal demand liability for dissenting shareholders | (36,566) | (36,566) | |||||||
Ending balance at Dec. 31, 2017 | $ 15 | $ 1 | $ (249) | 445,452 | 34,085 | (219) | (11,054) | (519,827) | (51,796) |
Ending balance (in shares) at Dec. 31, 2017 | 150,529,151 | 6,194,233 | 49,300 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (23,978) | ||||||||
Foreign currency translation adjustment | (268) | ||||||||
Net realized pension actuarial gains, net of tax | (403) | ||||||||
Ending balance at Mar. 31, 2018 | (87,425) | ||||||||
Beginning balance at Dec. 31, 2017 | $ 15 | $ 1 | $ (249) | 445,452 | 34,085 | (219) | (11,054) | (519,827) | (51,796) |
Beginning balance (in shares) at Dec. 31, 2017 | 150,529,151 | 6,194,233 | 49,300 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (54,486) | ||||||||
Foreign currency translation adjustment | (1,147) | ||||||||
Net realized pension actuarial gains, net of tax | 223 | ||||||||
Ending balance at Jun. 30, 2018 | (119,730) | ||||||||
Beginning balance at Dec. 31, 2017 | $ 15 | $ 1 | $ (249) | 445,452 | 34,085 | (219) | (11,054) | (519,827) | (51,796) |
Beginning balance (in shares) at Dec. 31, 2017 | 150,529,151 | 6,194,233 | 49,300 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (83,293) | ||||||||
Foreign currency translation adjustment | (3,639) | ||||||||
Net realized pension actuarial gains, net of tax | 363 | ||||||||
Ending balance at Sep. 30, 2018 | (150,686) | ||||||||
Beginning balance at Dec. 31, 2017 | $ 15 | $ 1 | $ (249) | 445,452 | 34,085 | (219) | (11,054) | (519,827) | (51,796) |
Beginning balance (in shares) at Dec. 31, 2017 | 150,529,151 | 6,194,233 | 49,300 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Implementation of ASU | (12,759) | (12,759) | |||||||
Net Loss | (169,806) | (169,806) | |||||||
Equity-based compensation | 6,562 | 6,562 | |||||||
Foreign currency translation adjustment | (6,204) | (6,204) | |||||||
Net realized pension actuarial gains, net of tax | 1,753 | 1,753 | |||||||
RSU's vested | 256 | 256 | |||||||
RSU's vested (in shares) | 126,922 | ||||||||
Stock option exercised | 828 | 828 | |||||||
Preferred shares converted to common (in shares) | 1,986,767 | (1,625,000) | |||||||
Shares repurchased | $ (10,093) | (10,093) | |||||||
Shares repurchased (in shares) | (2,499,885) | 2,499,885 | |||||||
Ending balance at Dec. 31, 2018 | $ 15 | $ 1 | $ (10,342) | 445,452 | 41,731 | (6,423) | (9,301) | (702,392) | (241,259) |
Ending balance (in shares) at Dec. 31, 2018 | 150,142,955 | 4,569,233 | 2,549,185 | ||||||
Beginning balance at Mar. 31, 2018 | (87,425) | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (30,509) | ||||||||
Foreign currency translation adjustment | (879) | ||||||||
Net realized pension actuarial gains, net of tax | 626 | ||||||||
Ending balance at Jun. 30, 2018 | (119,730) | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (28,806) | ||||||||
Foreign currency translation adjustment | (2,492) | ||||||||
Net realized pension actuarial gains, net of tax | 140 | ||||||||
Ending balance at Sep. 30, 2018 | (150,686) | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (86,513) | ||||||||
Foreign currency translation adjustment | (2,566) | ||||||||
Net realized pension actuarial gains, net of tax | 1,390 | ||||||||
Ending balance at Dec. 31, 2018 | $ 15 | $ 1 | $ (10,342) | 445,452 | 41,731 | (6,423) | (9,301) | (702,392) | (241,259) |
Ending balance (in shares) at Dec. 31, 2018 | 150,142,955 | 4,569,233 | 2,549,185 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (32,172) | ||||||||
Foreign currency translation adjustment | 3,392 | ||||||||
Net realized pension actuarial gains, net of tax | (224) | ||||||||
Ending balance at Mar. 31, 2019 | (267,464) | ||||||||
Beginning balance at Dec. 31, 2018 | $ 15 | $ 1 | $ (10,342) | 445,452 | 41,731 | (6,423) | (9,301) | (702,392) | (241,259) |
Beginning balance (in shares) at Dec. 31, 2018 | 150,142,955 | 4,569,233 | 2,549,185 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (73,743) | ||||||||
Foreign currency translation adjustment | 1,104 | ||||||||
Net realized pension actuarial gains, net of tax | 32 | ||||||||
Ending balance at Jun. 30, 2019 | (309,013) | ||||||||
Beginning balance at Dec. 31, 2018 | $ 15 | $ 1 | $ (10,342) | 445,452 | 41,731 | (6,423) | (9,301) | (702,392) | (241,259) |
Beginning balance (in shares) at Dec. 31, 2018 | 150,142,955 | 4,569,233 | 2,549,185 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (205,032) | ||||||||
Foreign currency translation adjustment | (1,221) | ||||||||
Net realized pension actuarial gains, net of tax | 323 | ||||||||
Ending balance at Sep. 30, 2019 | (441,114) | ||||||||
Beginning balance at Dec. 31, 2018 | $ 15 | $ 1 | $ (10,342) | 445,452 | 41,731 | (6,423) | (9,301) | (702,392) | (241,259) |
Beginning balance (in shares) at Dec. 31, 2018 | 150,142,955 | 4,569,233 | 2,549,185 | ||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (509,116) | (509,116) | |||||||
Equity-based compensation | 7,828 | 7,828 | |||||||
Foreign currency translation adjustment | (906) | (906) | |||||||
Net realized pension actuarial gains, net of tax | 1,242 | 1,242 | |||||||
RSU's vested (in shares) | 610,482 | ||||||||
Withholding of employee taxes on vested RSUs | (223) | (223) | |||||||
Preferred shares converted to common (in shares) | 336,214 | (275,000) | |||||||
Shares repurchased | $ (607) | (607) | |||||||
Shares repurchased (in shares) | (237,962) | 237,962 | |||||||
Ending balance at Dec. 31, 2019 | $ 15 | $ 1 | $ (10,949) | 445,452 | 49,336 | (7,329) | (8,059) | (1,211,508) | (743,041) |
Ending balance (in shares) at Dec. 31, 2019 | 150,851,689 | 4,294,233 | 2,787,147 | ||||||
Beginning balance at Mar. 31, 2019 | (267,464) | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (41,571) | ||||||||
Foreign currency translation adjustment | (2,288) | ||||||||
Net realized pension actuarial gains, net of tax | 256 | ||||||||
Ending balance at Jun. 30, 2019 | (309,013) | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (131,289) | ||||||||
Foreign currency translation adjustment | (2,325) | ||||||||
Net realized pension actuarial gains, net of tax | 291 | ||||||||
Ending balance at Sep. 30, 2019 | (441,114) | ||||||||
Increase (Decrease) in Stockholders’ Equity (Deficit) | |||||||||
Net Loss | (304,084) | ||||||||
Ending balance at Dec. 31, 2019 | $ 15 | $ 1 | $ (10,949) | $ 445,452 | $ 49,336 | $ (7,329) | $ (8,059) | $ (1,211,508) | $ (743,041) |
Ending balance (in shares) at Dec. 31, 2019 | 150,851,689 | 4,294,233 | 2,787,147 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||||||||
Net loss | $ (32,172) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) |
Adjustments to reconcile net loss | |||||||||
Depreciation and amortization | 26,624 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Fees paid in stock | 28,573 | ||||||||
HGM contract termination fee paid in stock | 10,000 | ||||||||
Original issue discount and debt issuance cost amortization | 2,852 | 2,595 | 5,749 | 5,272 | 8,730 | 8,062 | 11,777 | 10,913 | 12,280 |
Debt modification and extinguishment costs | 1,049 | 1,049 | 103 | 1,049 | 103 | 34,459 | |||
Impairment of goodwill and other intangible assets | 97,158 | 349,557 | 48,127 | 69,437 | |||||
Provision for doubtful accounts | 800 | 481 | 3,334 | 1,857 | 4,402 | 2,470 | 4,304 | 2,767 | 500 |
Deferred income tax provision | 1,076 | 835 | 4,623 | 705 | 1,632 | (3,689) | 1,093 | 3,220 | (67,545) |
Share-based compensation expense | 2,798 | 959 | 5,459 | 2,895 | 6,903 | 4,516 | 7,827 | 7,647 | 6,743 |
Foreign currency remeasurement | 35 | (323) | 288 | (1,156) | (173) | (2,040) | (511) | (1,180) | 1,382 |
Loss (gain) on sale of assets | 54 | 279 | 85 | 1,395 | 123 | 2,048 | 556 | 2,687 | 556 |
Fair value adjustment for interest rate swap | 1,677 | (3,328) | 4,385 | (4,675) | 4,965 | (5,456) | 4,337 | (2,540) | (1,297) |
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||
Accounts receivable | (8,742) | (10,875) | 624 | (19,813) | 3,501 | (6,374) | 4,410 | (19,319) | (4,832) |
Prepaid expenses and other assets | (632) | (5,567) | 1,260 | (1,603) | 2,377 | (5,770) | (4,825) | (2,820) | 1,029 |
Accounts payable and accrued liabilities | (33,033) | (18,205) | (12,595) | 42,038 | (41,146) | (21,348) | (19,588) | 8,815 | 77,171 |
Related party payables | (1,551) | (273) | (3,899) | 2,578 | (5,198) | 1,347 | (14,339) | 918 | 4,907 |
Additions to outsource contract costs | (2,434) | (492) | (2,860) | (1,377) | (3,130) | (2,360) | (1,285) | (4,009) | (10,992) |
Net cash provided by (used in) operating activities | (42,648) | (21,653) | (14,838) | 44,612 | (47,357) | (7,391) | (63,851) | 23,600 | 51,777 |
Cash flows from investing activities | |||||||||
Purchase of property, plant and equipment | (5,572) | (5,957) | (9,072) | (10,244) | (10,797) | (14,077) | (14,360) | (20,072) | (14,440) |
Additions to internally developed software | (1,879) | (1,092) | (4,007) | (2,115) | (5,074) | (3,080) | (6,182) | (7,438) | (7,843) |
Cash acquired in Quinpario reverse merger | 91 | ||||||||
Cash paid in acquisition, net of cash received | (5,000) | (4,145) | (5,000) | (6,513) | (5,000) | (34,810) | (423,797) | ||
Proceeds from sale of assets | 7 | 2 | 20 | 1,014 | 360 | 1,095 | 360 | 3,568 | 4,607 |
Net cash provided by (used in) investing activities | (7,444) | (7,047) | (18,059) | (15,490) | (20,511) | (22,575) | (25,182) | (58,752) | (441,382) |
Cash flows from financing activities | |||||||||
Change in bank overdraft | (210) | ||||||||
Proceeds from issuance of stock | 204,417 | ||||||||
Cash received from Quinpario | 22,333 | ||||||||
Repurchases of common stock | (2,872) | (3,480) | (3,479) | (3,480) | (4,899) | (3,480) | (7,221) | (249) | |
Contribution from Shareholders | 20,548 | ||||||||
Cash paid for equity issuance costs | (7,500) | (7,500) | (7,500) | (7,500) | (149) | ||||
Net borrowings under factoring arrangement | 1,118 | 2,426 | (494) | 3,307 | |||||
Cash paid for withholding taxes on vested RSUs | (223) | (223) | |||||||
Lease terminations | (45) | (26) | (95) | (56) | (314) | (213) | (318) | (592) | (157) |
Retirement of previous credit facilities | (1,055,736) | ||||||||
Cash paid for debt issuance costs | (7) | (7) | (130) | (7) | (130) | (38,784) | |||
Principal payments on finance lease obligations | (5,077) | (4,803) | (9,180) | (8,404) | (13,598) | (12,594) | (20,465) | (16,068) | (11,361) |
Borrowings from senior secured revolving facility | 51,000 | 25,000 | 68,000 | 30,000 | 130,500 | 30,000 | 206,500 | 30,000 | 72,600 |
Repayments on senior secured revolving facility | (21,000) | (25,000) | (68,000) | (30,000) | (91,500) | (30,000) | (141,500) | (30,000) | (72,500) |
Proceeds from issuance of notes | 977,500 | ||||||||
Proceeds from senior secured term loans | 29,850 | 29,850 | 30,000 | 29,850 | 30,000 | 343,000 | |||
Borrowings from other loans | 6,904 | 1,863 | 14,092 | 2,152 | 21,530 | 3,068 | 39,153 | 11,557 | 3,116 |
Principal repayments on senior secured term loans and other loans | (10,498) | (2,947) | (21,248) | (6,043) | (32,996) | (9,053) | (53,678) | (12,651) | (27,955) |
Net cash provided by (used in) financing activities | 19,530 | (13,413) | 12,358 | (23,330) | 39,268 | (1,321) | 59,139 | (2,605) | 436,413 |
Effect of exchange rates on cash | (32) | 55 | 111 | (410) | (29) | (555) | 139 | 122 | 429 |
Net decrease in cash and cash equivalents | (30,594) | (42,058) | (20,428) | 5,382 | (28,629) | (31,842) | (29,755) | (37,635) | 47,237 |
Cash, restricted cash, and cash equivalents | |||||||||
Beginning of period | 43,854 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | 34,252 |
End of period | 13,260 | 39,431 | 23,426 | 86,871 | 15,225 | 49,647 | 14,099 | 43,854 | 81,489 |
Supplemental cash flow data: | |||||||||
Income tax payments, net of refunds received | 1,356 | 1,053 | 5,181 | 3,864 | 6,981 | 5,296 | 7,882 | 7,827 | 5,711 |
Interest paid | 60,573 | 66,192 | 71,211 | 76,353 | 131,744 | 136,396 | 144,456 | 146,076 | 69,622 |
Noncash investing and financing activities: | |||||||||
Assets acquired through right-of-use arrangements | 4,097 | 4,432 | 6,778 | 7,787 | 9,352 | 9,318 | 10,732 | 14,920 | 6,973 |
Leasehold improvements funded by lessor | 1,540 | 1,565 | 1,565 | 146 | |||||
Issuance of common stock as consideration for Novitex | 244,800 | ||||||||
Accrued capital expenditures | $ 809 | $ 1,101 | $ 1,083 | $ 1,144 | $ 2,388 | $ 1,994 | 1,402 | 2,820 | 1,621 |
Dividend equivalent on Series A Preferred Stock | $ 0 | $ 0 | 16,375 | ||||||
Liability assumed of Quinpario | $ 4,698 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2019 | |
Description of the Business | |
Description of the Business | 1. Description of the Business Organization Exela Technologies, Inc. (the “Company” or “Exela”) is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company provides mission-critical information and transaction processing solutions services to clients across three major industry verticals: (1) Information & Transaction Processing, (2) Healthcare Solutions, and (3) Legal and Loss Prevention Services. The Company manages information and document driven business processes and offers solutions and services to fulfill specialized knowledge-based processing and consulting requirements, enabling clients to concentrate on their core competencies. Through its outsourcing solutions, the Company enables businesses to streamline their internal and external communications and workflows. The Company was originally incorporated in Delaware on July 15, 2014 as a special purpose acquisition company under the name Quinpario Acquisition Corp 2 (“Quinpario”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Quinpario and one or more businesses or entities. On July 12, 2017 (the “Closing”), the Company consummated its business combination with SourceHOV Holdings, Inc. (“SourceHOV”) and Novitex Holdings, Inc. (“Novitex”) pursuant to the Business Combination Agreement, dated February 21, 2017, among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., SourceHOV, Novitex, HOVS LLC, HandsOn Fund 4 I, LLC and Novitex Parent, L.P., as amended (the “Novitex Business Combination”). In connection with the Closing, the Company changed its name from Quinpario Acquisition Corp 2 to Exela Technologies, Inc. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Novitex Business Combination, “Quinpario” refers to the Company prior to the closing of the Novitex Business Combination, “SourceHOV” refers to SourceHOV prior to the Novitex Business Combination and “Novitex” refers to Novitex prior to the Novitex Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements. Basis of Presentation The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The Novitex Business Combination has been accounted for as a reverse merger in accordance with U.S. GAAP. For accounting purposes, SourceHOV was deemed to be the accounting acquirer, Quinpario was the legal acquirer, and Novitex is considered the acquired company. In conjunction with the Novitex Business Combination, outstanding shares of SourceHOV were converted into the right to receive Common Stock of the Company, par value $0.0001 per share, shown as a recapitalization, and the net assets of Quinpario were acquired at historical cost, with no goodwill or other intangible assets recorded. Quinpario’s assets and liabilities, which include net cash from the trust of $27.0 million and accrued fees payable of $4.8 million, and results of operations are consolidated with SourceHOV beginning on the Closing. The shares and corresponding capital amounts and earnings per share available to holders of the Company’s Common Stock, prior to the Novitex Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Novitex Business Combination. The presented financial information for the year ended December 31, 2017 includes the financial information and activities for SourceHOV for the period January 1, 2017 to December 31, 2017 (365 days) as well as the financial information and activities of Novitex for the period July 13, 2017 to December 31, 2017 (172 days). Principles of Consolidation The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Company’s variable interest in Ex-Sigma: The HGM Group and other former SourceHOV equity holders formed Ex-Sigma LLC (the “Ex-Sigma”) and its wholly-owned subsidiary, Ex-Sigma 2 LLC (the “Ex-Sigma 2”), to hold the Exela shares to be issued to SourceHOV as merger consideration upon the closing of the Novitex Business Combination and to invest in Exela immediately prior to the closing. Ex-Sigma 2 secured additional PIPE financing in the form of a $55.8 million loan (the “Margin Loan”) that was used to purchase additional common and preferred shares from the Company to help meet the minimum cash requirements needed to close the Novitex Business Combination. As a result of these transactions, the Company issued 84,912,500 shares of Common Stock to Ex-Sigma 2 at the closing, which represented approximately 54.9% ownership in the Company at that time and were pledged as collateral for the Margin Loan. The Company determined that Ex-Sigma was a variable interest entity and that the Company had a variable interest in Ex-Sigma through an expense reimbursement arrangement related to the Margin Loan and contained in the Consent, Waiver and Amendment dated June 15, 2017 by and among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., Novitex, Novitex Parent, L.P., Ex-Sigma, HOVS LLC and HandsOnFund 4 I, LLC, amending the Novitex Business Combination Agreement (the “Consent, Waiver and Amendment”). The Consent, Waiver and Amendment provided among other things for the Company to reimburse Ex-Sigma for costs and fees related to the maintenance of the Margin Loan, other than payments of principal, interest and original issue discount. The Company was not the primary beneficiary because the Company did not have the power to direct the activities that most significantly impacted the economic performance of Ex-Sigma. Accordingly, the Company did not consolidate the financial statements of Ex-Sigma and did not have any assets or liabilities related to Ex-Sigma and the Company did not have an investment in Ex-Sigma. The Company reaffirmed its assessment as of June 8, 2020. Ex-Sigma 2 paid off the balance of the Margin Loan as of December 31, 2019, and as such the maximum exposure to loss as a result of the Company’s involvement with Ex-Sigma is $0. Ex-Sigma 2 distributed the shares held by it during the first quarter of 2020 and is no longer a shareholder of Exela. Ex-Sigma and Ex-Sigma 2 ceased to be variable interest entities upon the distribution that occurred on February 21, 2020. Use of Estimates in Preparation of the Financial Statements Estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition for multiple element arrangements, allowance for doubtful accounts, income taxes, depreciation, amortization, employee benefits, equity-based compensation, contingencies, goodwill, intangible assets, right of use assets and obligation, pension obligations, pension assets, fair value of assets and liabilities acquired in acquisitions, and asset and liability valuations. The Company regularly assesses these estimates and records changes in estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Going Concern Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Substantial Doubt Raised In performing the first step of the evaluation, we concluded that the following conditions raised substantial doubt about our ability to continue as a going concern: · history of net losses of $509.1 million and $169.8 million for the years ended December 31, 2019 and December 31, 2018, respectively, including goodwill and other intangible asset impairment of $349.6 million, for the year ended December 31, 2019 and $48.1 million for the year ended December 31, 2018; · net operating cash outflow of $63.9 million in 2019 and inflow of $23.6 million in 2018; · working capital deficits of $147.1 million as of December 31, 2019 and $123.5 million as of December 31, 2018; · significant cash payments for interest on our long-term debt of $144.5 million in 2019 and a similar amount expected in 2020; · a liability incurred of $56.4 million for Appraisal Action (as described further in Note 14); · a requirement that the Company maintain a minimum of · an accumulated deficit of $1,211.5 million. Furthermore, under the terms of each of the First Lien Credit Agreement, dated as of July 12, 2017, as amended and restated as of July 13, 2018 and as further amended and restated as of April 16, 2019 (the “Credit Agreement”), and the Indenture and First Supplemental Indenture (collectively, the “Indenture”), dated July 12, 2017, the Company was required to deliver to lender the December 31, 2019 audited financial statements by April 14, 2020, which the Company failed to do. Such failure was an event of default under the Credit Agreement if not cured within 30 days of receiving a notice of default. The Company received such notice on April 15, 2020. Additionally, under the terms of the A/R Facility (as described in Note 21), the Company was required to furnish to each lender the December 31, 2019 audited financial statements by May 11, 2020, which the Company failed to do. In May 2020, both the Credit Agreement and the A/R Facility were amended. Refer to Consideration of Management’s Plans section below. Consideration of Management’s Plans In performing the second step of this assessment, we are required to evaluate whether it is probable that our plans will be effectively implemented within one year after the financial statements are issued and whether it is probable those plans will alleviate the substantial doubt about our ability to continue as a going concern. As of June 5, 2020, the Company had $94.1 million in available cash and an additional source of liquidity of $13.4 million from the borrowing facilities. The Company has undertaken the following plans to improve our available cash balances, liquidity and cash flows generated from operations, over the twelve-month period from the date the financial statements are issued, as follows: · On January 10, 2020, certain subsidiaries of the Company entered into a $160.0 million A/R Facility with a five-year term. The Company used the proceeds of the initial borrowings to repay outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. As of June 8, 2020, the Company has fully drawn on the remaining availability under the A/R Facility. Additionally, the A/R Facility agreement includes a requirement that the Company maintain a minimum of $40.0 million in liquidity, at all times, to not be considered in default. · On March 16, 2020, the Company and its indirect wholly owned subsidiaries, Merco Holdings, LLC and SourceHOV Tax, LLC entered into a Membership Interest Purchase Agreement with Gainline Source Intermediate Holdings LLC at which time Gainline Source Intermediate Holdings LLC acquired all of the outstanding membership interests of SourceHov Tax for $40.0 million, subject to adjustment as set forth in the purchase agreement of approximately $2.0 million. · On March 23, 2020, in response to the potential impact of the COVID-19 pandemic, the Company implemented a temporary freeze on increases to base salaries and wages unless where contractually mandated. Additionally, in connection with the incentive program administered by the Company for hourly, non-exempt employees, a new maximum was put in place to limit the amount of incentives that could be earned in any given two (2) week pay period. Although the Company expects these to be short-term actions, it expects these actions will result in a cash savings to the Company of approximately $23.4 million on an annual basis. · On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The refundable payroll tax credits and deferment of employer side social security payments provisions of the CARES Act will benefit Company’s liquidity by approximately $29.0 million. · On May 18, 2020, the Company amended the Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. Further, pursuant to the amendment, the borrower under the Credit Agreement is also required to maintain a minimum liquidity of $35.0 million. Refer to Note 11 - Long-Term Debt and Credit Facilities for additional discussion . · On May 21, 2020, the Company also amended the A/R Facility to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. Refer to Note 21 – Subsequent Events for additional discussion . Management Assessment of Ability to Continue as a Going Concern The Company has a history of negative trends in its financial condition and operating results as well as recent noncompliance with covenants with its respective lenders. However, despite these conditions, the Company believes management’s plans, as described fully above, will provide sufficient liquidity to meet its financial obligations and further, maintain levels of liquidity as specifically required under the Credit Agreement and the A/R Facility. Therefore, management concluded these plans alleviate the substantial doubt that was raised about our ability to continue as a going concern for at least twelve months from the date that the financial statements were issued. Future Plans and Considerations Our plans to further enhance liquidity, which were not considered for the purposes of our assessment of whether substantial doubt is alleviated, include the potential sale of certain non-core assets that are not central to the Company’s long-term strategic vision, and any potential action with respect to these operations would be intended to allow the Company to better focus on its core businesses. The Company has retained financial advisors to assist with the sale of select assets. The Company expects to use the potential net proceeds from this initiative for the paydown of debt. Our plans are subject to inherent risks and uncertainties, which become significantly magnified when the effects of the current pandemic and related financial crisis are included in the assessment. Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. Segment Reporting The Company consists of the following three segments: 1. Information & Transaction Processing Solutions (“ITPS”). ITPS provides industry-specific solutions for banking and financial services, including lending solutions for mortgages and auto loans, and banking solutions for clearing, anti-money laundering, sanctions, and interbank cross-border settlement; property and casualty insurance solutions for origination, enrollments, claims processing, and benefits administration communications; public sector solutions for income tax processing, benefits administration, and record management; multi-industry solutions for payment processing and reconciliation, integrated receivables and payables management, document logistics and location services, records management and electronic storage of data, documents; and software, hardware, professional services and maintenance related to information and transaction processing automation, among others. 2. Healthcare Solutions (“HS”). HS offerings include revenue cycle solutions, integrated accounts payable and accounts receivable, and information management for both the healthcare payer and provider markets. Payer service offerings include claims processing, claims adjudication and auditing services, enrollment processing and policy management, and scheduling and prescription management. Provider service offerings include medical coding and insurance claim generation, underpayment audit and recovery, and medical records management. 3. Legal and Loss Prevention Services (“LLPS”). LLPS solutions include processing of legal claims for class action and mass action settlement administrations, involving project management support, notification and outreach to claimants, collection, analysis and distribution of settlement funds. Additionally, LLPS provides data and analytical services in the context of litigation consulting, economic and statistical analysis, expert witness services, and revenue recovery services for delinquent accounts receivable. Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments with original maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. The Company holds cash and cash equivalents at major financial institutions, which often exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to bank depository concentration. Certificates of deposit and fixed deposits whose original maturity is greater than three months and one year or less are classified as short-term investments, and certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assets in the consolidated balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appear in the investing section of the consolidated statements of cash flows. Restricted Cash As part of the Company's legal claims processing service, the Company holds cash for various settlement funds once the fund is in the wind down stage and claims have been paid. The cash is used to pay tax obligations and other liabilities of the settlement funds. The Company has recorded a liability for the settlement funds received, which is included in Obligation for claim payment in the consolidated balance sheets, of $39.1 million and $56.0 million at December 31, 2019 and 2018, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoice amount less an estimate made for doubtful accounts. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Company specifically analyzes accounts receivable and historical bad debts, customer credit-worthiness, current economic trends, and changes in customer payment terms and collection trends when evaluating the adequacy of its allowance for doubtful accounts. The Company writes off accounts receivable balances against the allowance for doubtful accounts, net of any amounts recorded in deferred revenue, when it becomes probable that the receivable will not be collected. Inventories Inventories are valued at the lower of cost and net realizable value method and include the cost of raw materials, labor, and purchased subassemblies. Cost is determined using the weighted average method. Net inventories as of December 31, 2019 and 2018 were $19.0 million and $16.2 million, respectively. Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method (which approximates the use of the assets) over the estimated useful lives of the assets. When these assets are sold or otherwise disposed of, the asset and related depreciation is relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. Repair and maintenance costs are expensed as incurred. Intangible Assets Customer Relationships Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 to 16 years depending on facts and circumstances. These intangible assets are primarily amortized based on undiscounted cash flows. The Company evaluates the remaining useful life of intangible assets on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life. Trade Names The Company has determined that its trade name intangible assets are indefinite-lived assets and therefore are not subject to amortization. Trade names are tested for impairment as per the Company’s policy for impairment of indefinite-lived assets. Trademarks The Company has determined that its trademark intangible assets resulting from acquisitions are definite-lived assets and therefore are subject to amortization. The Company amortizes such trademarks on a straight-line basis over the estimated useful life, which is typically one year. Developed Technology The Company has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Company in providing solutions to customers and is recorded as an intangible asset. The Company amortizes developed technology on a straight-line basis over the estimated useful life, which is typically 5 to 8.5 years. Capitalized Software Costs The Company capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed , and the Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles—Goodwill and Other— Internal-Use Software . Significant estimates and assumptions include determining the appropriate period over which to amortize the capitalized costs based on estimated useful lives and estimating the marketability of the commercial software products and related future revenues. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful life, which is typically 3 to 5 years. Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight-line basis over the estimated contract term. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment activities and can be separated into two principal categories: contract commissions and set-up/fulfillment costs. Contract fulfillment costs are capitalized only if they are directly attributable to a specifically anticipated future contract; represent the enhancement of resources that will be used in satisfying a future performance obligation (the services under the anticipated contract); and are expected to be recovered. Non-compete Agreements The Company acquired certain non-compete agreements in connection with the Novitex Business Combination. These were related to four Novitex executives that were terminated following the acquisition. As of December 31, 2019 these agreements were fully amortized. Assembled Workforce The Company acquired an assembled workforce in an asset purchase transaction in the fourth quarter of 2018. The Company recognized an intangible asset for the acquired assembled workforce and amortizes the asset on a straight-line basis over the estimated useful life of four years . Impairment of Indefinite-Lived Assets The Company conducts its annual indefinite-lived assets impairment tests on October 1st of each year for its indefinite-lived assets, or more frequently if indicators of impairment exist. When performing the impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. A quantitative assessment requires comparison of fair value of the asset to its carrying value. If carrying value of the indefinite-lived assets exceeds fair value, the Company recognizes an impairment loss by an amount which is equal to the excess of carrying value over fair value. The Company utilizes the Income Approach, specifically the Relief-from-Royalty method, which has the basic tenet that a user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of trade names. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including finite-lived trade names, trademarks, customer relationships, developed technology, capitalized software costs, outsourced contract costs, acquired software, workforce, and property, plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows based in part on the financial results and the expectation of future performance. The Company did not record any material impairment related to its property, plant, and equipment, customer relationships, trademarks, developed technology, capitalized software, or outsourced contract costs for the years ended December 31, 2019, 2018, and 2017. Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company's reporting units are at the operating segment level, which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Company conducts its annual goodwill impairment tests on October 1st of each year, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. If a qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would be required to perform a quantitative impairment analysis for goodwill. The quantitative analysis requires a comparison of fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company uses a combination of the Guideline Public Company Method of the Market Approach and the Discounted Cash Flow Method of the Income Approach to determine the reporting unit fair value. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of goodwill. Derivative Instruments and Hedging Activities As required by ASC 815— Derivatives and Hedging , the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company's objective in using interest rate derivatives is to manage its exposure to variable interest rates related to its term loan under the Credit Agreement. In order to accomplish this objective, in November 2017, the Company entered into a three year, one-month LIBOR interest rate contract with a notional amount of $347.8 million. The contract will mitigate the variable interest rate risk related to the LIBOR with a fixed interest rate paid semi-annually starting January 12, 2018. The following table summarizes the Company’s interest rate swap positions as of December 31, 2019: December 31, 2019 Effective Maturity (In Millions) Weighted Average date date Notional Amount Interest Rate 1/12/2018 1/12/2021 $ 328.1 1.9275 % The interest rate swap, which is used to manage the Company's exposure to interest rate movements and other identified risks, was not designated as a hedge. As such, the change in the fair value of the derivative is recorded directly in other income (expense), net. Other income (expense), net includes a loss of $4.3 million and a gain of $2.5 million related to the change in fair value of the interest rate swap for the years ended December 31, 2019 and 2018, respectively. Benefit Plan Accruals The Company has defined benefit plans in the U.K and Germany, under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Company records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. Leases The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheet. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company's consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date, and exclude lease incentives. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are not recorded on the balance sheet. Finance lea |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2019 | |
Restatement of Previously Issued Financial Statements | |
Restatement of Previously Issued Financial Statements | 3. Restatement of Previously Issued Financial Statements On March 11, 2020, management in concurrence with the Audit Committee of the Board of Directors, concluded that our 2018 and 2017 consolidated financial statements, included in our Annual Reports on Form 10-K as of and for the fiscal years ended December 31, 2018 and 2017, and our unaudited consolidated financial statements as of and for each of the first three quarterly periods in 2019 and all quarterly periods in 2018, included in our Quarterly Reports on Form 10-Q for the respective periods, should no longer be relied upon due to misstatements that are described in greater detail below, and that we would restate such financial statements to make the necessary accounting corrections. Details of the restated consolidated financial statements as of and for the fiscal years ended December 31, 2018 and 2017 are provided below. In addition, details of the restated interim financial information for each of the quarterly periods in fiscal 2018 and for the first three quarters of fiscal 2019, as presented in Note 20, Unaudited Quarterly Financial Data . The restatements reflect adjustments to correct errors including the Company’s non-accrual of a liability related to dissenting shareholders arising out of the Novitex Business Combination, the under accrual of certain reimbursement obligations under the Consent, Waiver and Amendment, certain errors in recognition of revenues under ASC 605, incorrect classification of the loss on extinguishment of debt as cash flows from financing activities instead of cash flows from operating activities, incorrect capitalization of outsourced contracts costs and other miscellaneous adjustments. The nature and impact of these adjustments are described below and detailed in the tables below. Also see Note 20, Unaudited Quarterly Financial Data , for the impact of these adjustments on each of the quarterly periods. (a) Appraisal Action Liability Adjustments During the fourth quarter of fiscal 2019, the Company identified an error as a result of non-accrual of liability and interest thereon for the obligation to pay the fair market value of the shares of certain former stockholders of SourceHOV under the Appraisal Action. As previously reported, on September 21, 2017, former stockholders of SourceHOV, who owned 10,304 shares of SourceHOV common stock, filed a petition for Appraisal Action arising out of the Novitex Business Combination. In the Appraisal Action, the petitioners sought, among other things, a determination of the fair value of their shares at the time of the Novitex Business Combination; an order that SourceHOV pay that value to the petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. The parties and their experts offered competing valuations of the SourceHOV shares as of the date of the Novitex Business Combination. On January 30, 2020, the Court issued its post-trial Memorandum Opinion in the Appraisal Action, in which it found that the fair value of SourceHOV as of the Closing Date was $4,591 per share, and on March 26, 2020, the Court issued its final order and judgment awarding the petitioners $57,698,426 inclusive of costs and interest. Per the Court’s opinion, the legal rate of interest, compounded quarterly, accrues on the per share value from the Closing Date until the date of payment to petitioners. As a result of the Appraisal Action, 4,570,734 shares of our Common Stock issued to Ex-Sigma 2, our principal stockholder at the Closing of the Novitex Business Combination, have been returned to the Company during the first quarter of 2020. Interest accrues on the value of the shares from the date of the Business Combination until the liability is paid. Until the third quarter of 2019, the Company had included a disclosure on the Appraisal Action as a part of the Commitment and Contingencies footnote in its consolidated financial statements but had not recorded a liability or accrued interest thereon for the obligation. After evaluating the historical accounting treatment applied to the Appraisal Action, the Company has determined that its historical accounting was in error and the obligation to pay the fair market value of the former stockholders’ shares represented an obligation as of the date the Appraisal Action was submitted in September 2017. The liability should have been recorded in 2017 at the estimated fair value of the shares tendered. This error resulted in $43.1 million, $40.6 million and $37.8 million understatement of accrued liabilities and commensurate understatement of total stockholders’ deficit, as at September 30, 2019, December 31, 2018 and 2017, respectively. Further, this error resulted in $2.4 million, $2.9 million and $1.2 million understatement of loss for the nine months ended September 30, 2019 and for the years ended December 31, 2018 and 2017, respectively, due to the unrecorded interest expense accrual associated with the Company’s obligations related to the Appraisal Action. Interest should have been accrued in the relevant periods at the rate set by the Delaware Court of Chancery. The correction of this error also reduced the number of shares outstanding by 4,570,734 shares for purposes of the weighted average outstanding common shares computation used to calculate basic and diluted loss per share during the respective periods. These are the number of shares of our Common Stock issued at the Closing of the Novitex Business Combination to Ex-Sigma 2 in respect of the former stockholders’ shares subject to the Appraisal Action that were returned to the Company during the first quarter of 2020. (b) Outsourced Contract Cost Adjustments A $5.3 million understatement of loss for the nine months ended September 30, 2019 and a $3.2 million overstatement of loss for the year ended December 31, 2018, due to incorrect capitalization of employee training related costs during the set-up phase as costs of fulfilling contracts which should have been expensed under ASC 340-40. Additionally, an adjustment of $15.4 million was recorded to increase accumulated deficit as of January 1, 2018 to correct the previously-recorded transition adjustment for costs of fulfilling contracts upon the adoption of ASC 606 and ASC 340-40. These errors resulted in $17.3 million and $12.0 million overstatement of intangible assets, net as of September 30, 2019 and December 31, 2018, respectively. (c) Other Misstatement Adjustments Expense Reimbursement Adjustments : During the second half of 2019, we reimbursed Ex-Sigma 2 approximately $4.5 million in total, out of that $2.1 million of underwriting discount and commission expenses and $0.3 million of advisory fee were incurred by Ex-Sigma 2 in a secondary offering in April 2018 and $2.1 million of expenses related to the discount to the market price on shares sold by Ex-Sigma 2 in a secondary offering in June 2019 and required to be reimbursed pursuant to the terms of the Consent, Waiver and Amendment, amending the Novitex Business Combination Agreement, dated February 21, 2017. Approximately $2.4 million and $2.1 million of these expenses should have been recorded in the 2018 and the second quarter of 2019, respectively. This error resulted in a $2.1 million and $2.4 million understatement of loss for the quarter ended June 30, 2019 and for the year ended December 31, 2018, respectively. Further, $1.5 million paid to Ex-Sigma 2 in July 2019 for the fees incurred in connection with the secondary offering, out of total reimbursement of $4.5 million in the second half of 2019 as discussed above, was erroneously recorded as selling, general and administrative expenses in the third quarter of 2019. This error resulted in a $1.5 million overstatement of loss for the third quarter of 2019. Additionally, the Company did not record related party expense accrual associated with the Company’s obligation to reimburse Ex-Sigma 2 in connection with premium payments made by Ex-Sigma 2 under the Margin Loan and required to be reimbursed pursuant to the terms of the Consent, Waiver and Amendment. It resulted in a $1.7 million and $5.2 million understatement of loss for the nine months ended September 30, 2019 and for the year ended December 31, 2018. The above errors, together, resulted in an understatement of related party payables by $5.0 million as of the reported interim quarters ended June 30, 2018 and September 30, 2018; an understatement of related party payables by $7.6 million as of the year ended December 31, 2018 and the reported interim quarter ended March 31, 2019; and an understatement of related party payables by $11.4 million and $9.9 million as of the quarters ended June 30, 2019 and September 30, 2019, respectively. The Company incorrectly classified $0.5 million and $0.4 million of related party expense as selling, general and administrative expenses for the nine months ended September 30, 2019 and for the year ended December 31, 2018, respectively. This resulted in an overstatement of selling, general and administrative expenses and understatement of related party expense. This error had no impact on net loss. Revenue Recognition Adjustments : A $4.8 million understatement of loss, for the year ended December 31, 2017, was due to incorrect recognition of revenue of $6.4 million and related cost of revenue of $1.6 million in 2017 related to a multiple element arrangement that included a software license where vendor specific objective evidence (VSOE) of fair value was not established for the undelivered elements of the arrangement under the previous revenue recognition guidance in ASC 985-605. This error resulted in a $6.4 million understatement of deferred revenue and a $1.6 million understatement of prepaid expenses and other current assets as at December 31, 2017. After correction of this error in the fiscal 2017 financial statements, the Company derecognized this deferred revenue of $6.4 million and prepaid expenses and other current assets of $1.6 million, resulting in net increase in the retained earnings of $4.8 million on adoption of ASC 606 and ASC 340-40 on January 1, 2018. Further, a $1.9 million understatement of revenues and understatement of cost of revenue by the same amount for the nine months ended September 30, 2019, were due to incorrect application of the gross vs. net presentation guidance under ASC 606. The Company incorrectly netted the costs of rendering service from the revenue under a contract with one customer. This error had no impact on net loss. Cash Flows Classification Adjustments : The Company determined that operating cash flows were understated and financing cash flows overstated in the statement of cash flows by $0.1 million and $34.5 million for the years ended December 31, 2018 and 2017, respectively, as a result of the incorrect interpretation of ASU 2016-15 ( Classification of Certain Receipts and Cash Payments ) and application on a retrospective basis upon adoption of ASU 2016-15 in 2018. Further, the Company determined that operating cash flows were overstated and investing cash flows understated in the statement of cash flows by $14.3 million, $7.5 million and $11.0 million for the nine months ended September 30, 2019 and for the years ended December 31, 2018 and 2017, respectively, as a result of misclassification of cash flows associated with outsourced contract costs. Other Adjustments: In addition to the errors described above, the restated financial statements also include adjustments to correct certain other immaterial errors, including previously unrecorded immaterial adjustments identified in audits of prior years’ financial statements. Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) As of December 31, 2018 As Previously Restatement As Restated Restatement Assets Current assets Cash and cash equivalents $ 25,615 $ 10,591 $ 36,206 c Restricted cash 18,239 (10,591) 7,648 c Accounts receivable, net of allowance for doubtful accounts of $4,359 270,812 — 270,812 Inventories, net 16,220 — 16,220 Prepaid expenses and other current assets 25,015 (78) 24,937 c Total current assets 355,901 (78) 355,823 Property, plant and equipment, net of accumulated depreciation of $154,060 132,986 — 132,986 Goodwill 708,258 — 708,258 Intangible assets, net 407,021 (12,001) 395,020 b Deferred income tax assets 16,225 120 16,345 c Other noncurrent assets 19,391 — 19,391 Total assets $ 1,639,782 $ (11,959) $ 1,627,823 Liabilities and Stockholders' Equity (Deficit) Liabilities Current liabilities Accounts payables $ 99,853 $ — $ 99,853 Related party payables 7,735 7,628 15,363 c Income tax payable 1,996 — 1,996 Accrued liabilities 66,008 41,347 107,355 a, c Accrued compensation and benefits 54,583 (2,372) 52,211 c Accrued interest 49,071 — 49,071 Customer deposits 34,235 — 34,235 Deferred revenue 16,504 — 16,504 Obligation for claim payment 56,002 — 56,002 Current portion of finance lease liabilities 17,498 — 17,498 Current portion of long-term debts 29,237 — 29,237 Total current liabilities 432,722 46,603 479,325 Long-term debt, net of current maturities 1,306,423 — 1,306,423 Finance lease liabilities, net of current portion 26,738 — 26,738 Pension liabilities 25,269 2,372 27,641 c Deferred income tax liabilities 11,212 2 11,214 c Long-term income tax liabilities 3,024 — 3,024 Other long-term liabilities 15,400 (683) 14,717 c Total liabilities 1,820,788 48,294 1,869,082 Commitments and Contingencies (Note 14) Stockholders' equity (deficit) Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 152,692,140 shares issued and 150,142,955 shares outstanding (including the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action) 15 — 15 Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,569,233 shares issued and outstanding 1 — 1 Additional paid in capital 482,018 (36,566) 445,452 Less: Common Stock held in treasury, at cost; 2,549,185 shares (10,342) — (10,342) Equity-based compensation 41,731 — 41,731 Accumulated deficit (678,563) (23,829) (702,392) Accumulated other comprehensive loss: Foreign currency translation adjustment (6,565) 142 (6,423) Unrealized pension actuarial losses, net of tax (9,301) — (9,301) Total accumulated other comprehensive loss (15,866) 142 (15,724) Total stockholders’ deficit (181,006) (60,253) (241,259) Total liabilities and stockholders’ deficit $ 1,639,782 $ (11,959) $ 1,627,823 As of December 31, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $40.6 million to accrued liabilities at December 31, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $12.0 million of decrease to intangible assets, net at December 31, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $7.6 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $10.6 million in cash and cash equivalents and decrease of $10.6 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.4 million to Accrued compensation and benefits and an increase of $2.4 million to pension liabilities. (iii) Correction of ASC 842 implementation related deferred rents decreased other long-term liabilities by $0.7 million. (iv) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.7 million to accrued liabilities. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands of United States dollars except per share amounts) For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Revenue $ 1,586,222 $ — $ 1,586,222 $ 1,152,324 $ (6,433) $ 1,145,891 c Cost of revenue (exclusive of depreciation and amortization) 1,209,874 3,529 1,213,403 829,143 (1,599) 827,544 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 184,651 257 184,908 220,955 — 220,955 c Depreciation and amortization 145,485 (7,408) 138,077 98,890 — 98,890 b Impairment of goodwill and other intangible assets 48,127 — 48,127 69,437 — 69,437 Related party expense 4,334 8,069 12,403 33,431 — 33,431 c Operating loss (6,249) (4,447) (10,696) (99,532) (4,834) (104,366) Other expense (income), net: Interest expense, net 153,095 2,896 155,991 128,489 1,187 129,676 a Debt modification and extinguishment costs 1,067 — 1,067 35,512 — 35,512 Sundry expense (income), net (3,271) — (3,271) 2,295 — 2,295 Other expense (income), net (3,030) — (3,030) (1,297) — (1,297) Net loss before income taxes (154,110) (7,343) (161,453) (264,531) (6,021) (270,552) Income tax (expense) benefit (8,407) 54 (8,353) 60,246 822 61,068 Net loss $ (162,517) $ (7,289) $ (169,806) $ (204,285) $ (5,199) $ (209,484) Dividend equivalent on Series A Preferred Stock related to beneficial conversion feature — — — (16,375) — (16,375) Cumulative dividends for Series A Preferred Stock (3,655) — (3,655) (2,489) — (2,489) c Net loss attributable to common stockholders $ (166,172) $ (7,289) $ (173,461) $ (223,149) $ (5,199) $ (228,348) Loss per share: Basic and diluted $ (1.09) $ (0.08) $ (1.17) $ (2.08) $ (0.10) $ (2.18) For the year ended December 31, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $2.9 million to interest expense for the year ended December 31, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $4.2 million of increase to cost of revenue and a decrease of $7.4 million to depreciation and amortization for the year ended December 31, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $8.1 million to related party. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction of ASC 842 implementation related deferred rents decreased cost of revenue by $0.7 million. (ii) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.3 million to selling, general and administrative expenses. For the year ended December 31, 2017 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $1.2 million to interest expense for the year ended December 31, 2018. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in a decrease of $6.4 million to revenue and a decrease of $1.6 million to cost of revenue for the year ended December 31, 2017. Other Adjustments - Corrections to other misstatements were as follows: (i) The correction of all misstatements resulted in an increase of $0.8 million to income tax expense. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (in thousands of United States dollars) For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Net loss $ (162,517) $ (7,289) $ (169,806) $ (204,285) $ (5,199) $ (209,484) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (6,371) 167 (6,204) 3,353 (25) 3,328 c Unrealized pension actuarial gains (losses), net of tax 1,753 — 1,753 1,285 — 1,285 Total other comprehensive loss, net of tax $ (167,135) $ (7,122) $ (174,257) $ (199,647) $ (5,224) $ (204,871) For the year ended December 31, 2018 The $2.1 million decrease to net income was primarily driven by the misstatements in the Appraisal Action liability adjustments, outsourced contract adjustments, expense reimbursement adjustments and other adjustments. See additional descriptions of the net income impacts in the consolidated statement of operations for the year ended December 31, 2018 section above. For the year ended December 31, 2017 The $5.2 million decrease to net income was primarily driven by the misstatements in the Appraisal Action liability adjustments, revenue recognition adjustments and other adjustments. See additional descriptions of the net income impacts in the consolidated statement of operations for the year ended December 31, 2017 section above. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands of United States dollars) For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Cash flows from operating activities Net loss $ (162,517) $ (7,289) (169,806) $ (204,285) $ (5,199) (209,484) Adjustments to reconcile net loss — — Depreciation and amortization 145,485 (7,408) 138,077 98,890 — 98,890 b Fees paid in stock — — — 23,875 4,698 28,573 c HGM contract termination fee paid in stock — — — 10,000 — 10,000 Original issue discount and debt issuance cost amortization 10,913 — 10,913 12,280 — 12,280 Debt modification and extinguishment costs — 103 103 — 34,459 34,459 c Impairment of goodwill and other intangible assets 48,127 — 48,127 69,437 — 69,437 Provision for doubtful accounts 2,767 — 2,767 500 — 500 Deferred income tax provision 3,352 (132) 3,220 (66,723) (822) (67,545) c Share-based compensation expense 7,647 — 7,647 6,743 — 6,743 Foreign currency remeasurement (1,180) — (1,180) 1,382 — 1,382 Loss (gain) on sale of assets 2,095 592 2,687 399 157 556 c Fair value adjustment for interest rate swap (2,540) — (2,540) (1,297) — (1,297) Change in operating assets and liabilities, net of effect from acquisitions Accounts receivable (19,319) — (19,319) (4,832) — (4,832) Prepaid expenses and other assets (2,820) — (2,820) 2,628 (1,599) 1,029 c Accounts payable and accrued liabilities 5,157 3,658 8,815 69,551 7,620 77,171 c Related party payables (6,710) 7,628 918 4,907 — 4,907 c Additions to outsource contract costs — (4,009) (4,009) — (10,992) (10,992) b Net cash provided by (used in) operating activities 30,457 (6,857) 23,600 23,455 28,322 51,777 Cash flows from investing activities Purchase of property, plant and equipment (20,072) — (20,072) (14,440) — (14,440) Additions to internally developed software (7,438) — (7,438) (7,843) — (7,843) Additions to outsourcing contract costs (7,552) 7,552 — (10,992) 10,992 — b Cash acquired in Quinpario reverse merger — — — 91 — 91 Cash paid in acquisition, net of cash received (34,810) — (34,810) (423,797) — (423,797) Proceeds from sale of assets 3,568 — 3,568 4,607 — 4,607 Net cash provided by (used in) investing activities (66,304) 7,552 (58,752) (452,374) 10,992 (441,382) Cash flows from financing activities Change in bank overdraft — — — (210) — (210) Loss on extinguishment of debt 1,067 (1,067) — 35,512 (35,512) — c Proceeds from issuance of stock — — — 204,417 — 204,417 Cash received from Quinpario — — — 27,031 (4,698) 22,333 c Repurchases of Common Stock (7,221) — (7,221) (249) — (249) Contribution from Shareholders — — — 20,548 — 20,548 Cash paid for equity issuance costs (7,500) — (7,500) (149) — (149) Lease terminations — (592) (592) — (157) (157) c Retirement of previous credit facilities — — — (1,055,736) — (1,055,736) Cash paid for debt issuance costs (1,094) 964 (130) (39,837) 1,053 (38,784) c Principal payments on finance lease obligations (16,068) — (16,068) (11,361) — (11,361) Borrowings from senior secured revolving facility 30,000 — 30,000 72,600 — 72,600 Repayments on senior secured revolving facility (30,000) — (30,000) (72,500) — (72,500) Proceeds from issuance of notes — — — 977,500 — 977,500 Proceeds from senior secured term loans 30,000 — 30,000 343,000 — 343,000 Borrowings from other loans 11,557 — 11,557 3,116 — 3,116 Principal repayments on senior secured term loans and other loans (12,651) — (12,651) (27,955) — (27,955) Net cash provided by (used in) financing activities (1,910) (695) (2,605) 475,727 (39,314) 436,413 Effect of exchange rates on cash 122 — 122 429 — 429 Net decrease in cash and cash equivalents (37,635) — (37,635) 47,237 — 47,237 Cash, restricted cash, and cash equivalents Beginning of period 81,489 — 81,489 34,252 — 34,252 End of period $ 43,854 $ — $ 43,854 $ 81,489 $ — $ 81,489 Supplemental cash flow data: Income tax payments, net of refunds received $ 7,827 $ — $ 7,827 $ 5,711 $ — $ 5,711 Interest paid 146,076 — 146,076 69,622 — 69,622 Noncash investing and financing activities: Assets acquired through right-of-use arrangements 14,920 — 14,920 6,973 — 6,973 Leasehold improvements funded by lessor 1,565 — 1,565 146 — 146 Issuance of Common Stock as consideration for Novitex — — — 244,800 — 244,800 Accrued capital expenditures 2,820 — 2,820 1,621 — 1,621 Dividend equivalent on Series A Preferred Stock — — — 16,375 — 16,375 Liability assumed of Quinpario — — — 4,672 26 4,698 For the year ended December 31, 2018 Refer to descriptions of the adjustments and their impact on net loss in the Consolidated Statement of Operations section for the year ended December 31, 2018 above. Cash flow classification adjustment related to incorrect interpretation of ASU 2016-15 (Classification of Certain Receipts and Cash Payments) in 2018 resulted in a net increase to cash flows provided by operating activities of $0.1 million, a decrease to net cash flows provided by financing activities of $0.1 million for the year ended December 31, 2018. (Debt modification and extinguishment costs, loss on extinguishment of debt & cash paid for debt issuance costs) The misstatements in the cash flow misclassifications category related to lease terminations resulted in a decrease to net cash flows provided by financing activities of $0.6 million and an increase to net cash flows provided by operating activities of $0.6 million for the year ended December 31, 2018. (Loss on sale of assets and lease terminations) The misstatements in the outsourcing contract cost adjustment category resulted in a decrease to net cash flows provided by operating activities of $11.4 million ($7.4 million of depreciation and amortization and $4.0 million of additions to outsourcing contract costs), and an increase to net cash flows provided by investing activities of $7.6 million (Additions to outsourcing contract costs) for the year ended December 31, 2018. No other misstatements impacted the classifications between net operating, net investing, or net financing cash flow activities for the year ended December 31, 2018. For the year ended December 31, 2017 Refer to descriptions of the adjustments and their impact on net loss in the Consolidated Statement of Operations section for the year ended December 31, 2017 above. Cash flow classification adjustment related to incorrect interpretation of ASU 2016-15 (Classification of Certain Receipts and Cash Payments) in 2017 resulted in a net increase to cash flows provided by operating activities of $34.5 million, a decrease to net cash flows provided by financing activities of $34.5 million for the year ended December 31, 2017 (Debt modification and extinguishment costs, loss on extinguishment of debt & cash paid for debt issuance costs). The misstatements in the cash flow misclassifications category related to (a) Lease terminations resulted in a decrease to net cash flows provided by financing activities of $0.2 million and an increase to net cash flows provided by operating activities of $0.2 million (loss on sale of assets and lease terminations) and (b) Fees paid in stock to Quinpario resulted in an increase of $4.7 million to net cash provided by operating activities and a decrease of $4.7 million to cash flows provided by net financing cash flow activities for the year ended December 31, 2017. The misstatements in the outsourcing contract cost adjustment category resulted in a decrease to net cash flows provided by operating activities of $11.0 million (Additions to outsourcing contract costs), and an increase to net cash flows provided by investing activities of $11.0 million (Additions to outsourcing contract costs) for the year ended December 31, 2017. No other misstatements impacted the classifications between net operating, net investing, or net financing cash flow activities for the year ended December 31, 2017. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations | |
Business Combinations | 4. Business Combinations Asterion On April 10, 2018, Exela completed the acquisition of Asterion International Group (“Asterion,” the “Asterion Business Combination”), a well-established provider of technology driven business process outsourcing, document management and business process automation across Europe. The purchase price was approximately $19.5 million. The acquisition was strategic to expanding Exela’s European business. The acquired assets and assumed liabilities of Asterion were recorded at their estimated fair values. The following table summarizes the consideration paid for Asterion and the fair value of the assets acquired and liabilities assumed at the acquisition date on April 10, 2018: Assets Acquired: Cash and cash equivalents $ 5,595 Accounts receivable 25,740 Other current assets 2,282 Inventories 1,137 Property, plant, and equipment 4,747 Deferred income tax assets 6,316 Other noncurrent assets 522 Intangible assets 3,525 Goodwill 1,493 Total identifiable assets acquired $ 51,357 Liabilities Assumed: Accounts payable $ (5,596) Income tax payable (5) Accrued liabilities (6,593) Accrued compensation and benefits (7,079) Deferred revenue (880) Current portion of long term debt (994) Customer deposits (462) Pension liabilities (7,135) Other long-term liabilities (1,324) Deferred income tax liabilities (1,171) Capital lease obligations, net of current maturities (650) Total liabilities assumed $ (31,889) Total Consideration $ 19,468 The majority of identifiable intangible assets consisted of customer relationships. Customer relationships were valued using the Income Approach, specifically the Multi-Period Excess Earnings method. This intangible acquired represents a Level 3 measurement as it is based on unobservable inputs reflecting Management’s own assumptions about the inputs used in pricing the asset at fair value. Weighted Average Useful Life (in years) Fair Value Customer Relationships 9.5 $ 3,516 Through the acquisition of Asterion, we expect to leverage brand awareness, strengthen margins, and expand the existing Asterion sales channels. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Asterion’s identifiable net assets assumed, and as a result, the Company has recorded goodwill in connection with this acquisition. Exela recognized $73.9 million and $59.7 million in revenue related to Asterion in the Consolidated Statements of Operations for the years ended December 31, 2019 and 2018, respectively. The pro-forma financial statements of Asterion are not considered material from an overall disclosure perspective, and therefore, are not included here. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable. | |
Accounts Receivable | 5. Accounts Receivable Accounts receivable, net consist of the following: December 31, 2019 2018 Billed receivables $ 222,168 $ 226,252 Unbilled receivables 34,135 39,498 Other 10,072 9,421 Less: Allowance for doubtful accounts (4,975) (4,359) $ 261,400 $ 270,812 Unbilled receivables represent balances recognized as revenue that have not been billed to the customer. The Company’s allowance for doubtful accounts is based on a policy developed by historical experience and management judgment. Adjustments to the allowance for doubtful accounts may occur based on market conditions or specific client circumstances. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2019 2018 Prepaids $ 23,243 $ 24,712 Deposits 420 225 $ 23,663 $ 24,937 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | 7. Leases The following table summarizes the impact of the changes made to the January 1, 2019 consolidated balance sheet for the adoption of the new accounting standard pertaining to leases. The prior periods have not been restated and have been reported under the accounting standard in effect for those periods. Balance at Balance at December 31, Impact of January 1, 2018 (As Restated) Lease Standard 2019 Total assets $ 1,627,823 $ 104,214 $ 1,732,037 Total current liabilities 479,325 25,685 505,010 Total long-term liabilities 1,389,757 79,028 1,468,785 The increase in total assets and total liabilities at January 1, 2019 from December 31, 2018 was due to the impact from the adoption of the new accounting standard pertaining to lease arrangements. Company’s ROU assets and lease liabilities as of December 31, 2019 are recorded on the consolidated balance sheet as follows: December 31, 2019 Balance sheet location: Operating Lease Operating lease right-of-use assets, net $ 93,627 Current portion of operating lease liabilities 25,345 Operating lease liabilities, net of current portion 73,282 Finance Lease Finance lease right-of-use assets, net (included in property, plant and equipment, net) 30,835 Current portion of finance lease liabilities 13,788 Finance lease liabilities, net of current portion 20,272 As of December 31, 2019, the weighted-average remaining lease term of operating leases and finance leases was 4.8 years and 3.2 years, respectively. The weighted-average discount rate for operating leases and finance leases was 10.5% and 9.1%, respectively. The interest on financing lease liabilities for the year ended December 31, 2019 was $3.3 million. The amortization expense on finance lease right-of-use assets for the year ended December 31, 2019 was $15.1 million. The following table summarizes maturities of finance and operating lease liabilities based on lease term as of December 31, 2019: Finance Operating Leases Leases 2020 $ 16,282 $ 33,315 2021 10,652 26,210 2022 5,696 20,589 2023 2,941 15,348 2024 2,632 11,606 2025 and thereafter 1,554 17,356 Total lease payments 39,757 124,424 Less: Imputed interest (5,697) (25,797) Present value of lease liabilities $ 34,060 $ 98,627 At December 31, 2018, the Company had the following future minimum payments due under non-cancelable leases: Finance Operating Leases Leases 2019 $ 20,080 $ 38,057 2020 11,851 29,346 2021 9,018 22,239 2022 4,169 16,782 2023 2,244 12,302 2024 and thereafter 3,617 18,874 Total minimum lease payments $ 50,979 $ 137,600 Less: imputed interest (6,743) Total net minimum lease payments 44,236 Less: Current portion of obligations under finance leases (17,498) Long-term portion of obligations under finance leases $ 26,738 Consolidated rental expense for all operating leases was $77.3 million, $83.8 million, and $60.0 million for the years ended December 31, 2019, 2018, and 2017, respectively. The following table summarizes the cash paid and related right-of-use operating finance or operating lease recognized for the year ended December 31, 2019. Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50,398 Financing cash flows from finance leases 20,860 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 19,127 Finance leases 10,731 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment, Net | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, Net Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following: Estimated Useful Lives December 31, (in Years) 2019 2018 Land N/A $ 6,884 $ 6,888 Buildings and improvements 7 – 40 20,288 20,518 Leasehold improvements Shorter of life of improvement or lease term 47,036 56,589 Vehicles 5 – 7 531 717 Machinery and equipment 5 – 15 28,489 62,746 Computer equipment and software 3 – 8 92,500 130,864 Furniture and fixtures 5 – 15 9,440 8,724 Finance lease right-of-use assets Shorter of life of the asset or lease term 85,464 — 290,632 287,046 Less: Accumulated depreciation and amortization (176,995) (154,060) Property, plant and equipment, net $ 113,637 $ 132,986 Depreciation expense related to property, plant and equipment was $41.4 million, $43.1 million, and $31.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. |
Intangibles Assets and Goodwill
Intangibles Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Intangibles Assets and Goodwill | |
Intangibles Assets and Goodwill | 9. Intangible Assets and Goodwill Intangibles Intangible assets are stated at cost or acquisition-date fair value less amortization and impairment and consist of the following: December 31, 2019 Gross Carrying Intangible Amount (a) Amortization Asset, net Customer relationships $ 508,074 $ (237,313) $ 270,761 Developed technology 89,053 (87,109) 1,944 Trade names (b) 8,400 (3,100) 5,300 Outsource contract costs 16,726 (11,749) 4,977 Internally developed software 43,261 (12,129) 31,132 Trademarks 23,378 (23,370) 8 Non-compete agreements 1,350 (1,350) — Assembled workforce 4,473 (1,118) 3,355 Purchased software 26,749 (1,783) 24,966 Intangibles, net $ 721,464 $ (379,021) $ 342,443 December 31, 2018 Gross Carrying Intangible Amount (a) Amortization Asset, net Customer relationships $ 507,905 $ (190,666) $ 317,239 Developed technology 89,053 (85,967) 3,086 Trade names (c) 9,400 (3,100) 6,300 Outsource contract costs 15,439 (8,817) 6,622 Internally developed software 36,820 (6,278) 30,542 Trademarks 23,379 (23,370) 9 Non-compete agreements 1,350 (1,350) — Assembled workforce 4,473 — 4,473 Purchased software 26,749 — 26,749 Intangibles, net $ 714,568 $ (319,548) $ 395,020 (a) Amounts include intangibles acquired in business combinations and asset acquisitions . (b) The carrying amount of trade names for 2019 is net of accumulated impairment losses of $44.1 million, of which $1.0 million was recognized in 2019. (c) The carrying amount of trade names for 2018 is net of accumulated impairment losses of $43.1 million, of which $3.7 million was recognized in 2018. During the third quarter of 2019, the Company made an evaluation based on factors such as changes in the Company’s growth rate and recent trends in the Company’s market capitalization, and concluded that a triggering event for an interim impairment analysis had occurred. As part of the assessment, it was determined that the increase in the discount rate applied in the valuation was required to reflect current market dynamics and company-specific risk. This higher discount rate, in conjunction with revised long-term projections, resulted in lower than previously projected long-term future cash flows for the reporting units which reduced the estimated fair value to below carrying value. As a result of the interim impairment assessment in the third quarter, the Company recorded an impairment charge to goodwill and trade names of $96.2 million (as restated) and $1.0 million, respectively. The Company did not update its analysis for purposes of the annual impairment test as of October 1, 2019 as the measurement date of the impairment test performed during the quarter-ended September 30, 2019 was one day from the annual impairment test date. Additionally, later during the fourth quarter of 2019, the Company conducted its annual budgeting process along with an update to its long-range plan. Following the completion of that process, the Company made an evaluation based on factors such as changes in the Company’s growth rate and recent trends in the Company’s market capitalization, concluding that a second triggering event for an impairment analysis had occurred. Revised long-term projections coupled with a decline in the market capitalization, resulted in lower than previously projected long-term future cash flows for the reporting units which reduced the estimated fair value to below carrying value. Accordingly, we performed another quantitative impairment test as of December 31, 2019, resulting in an additional impairment charge of $252.4 million to goodwill. Therefore, as a result of these two interim impairment assessments in the third and fourth quarters of 2019, impairment charges totaling $348.6 million and $1.0 million were recorded to goodwill and trade names, respectively, for the year ended December 31, 2019. Accumulated impairment losses on goodwill were $560.9 million and $212.3 million as at December 31, 2019 and 2018, respectively. In connection with the completion of the annual impairment test as of October 1, 2018, the Company recorded impairment charges of $44.4 million and $3.7 million to goodwill and trade names, respectively. The impairment charges are included within Impairment of goodwill and other intangible assets in the consolidated statements of operations for both 2018 and 2019. Aggregate amortization expense related to intangibles was $59.3 million, $94.9 million (as restated), and $67.1 million (as restated) for the years ended December 31, 2019, 2018, and 2017, respectively. Estimated intangibles amortization expense for the next five years and thereafter consists of the following: Estimated Amortization Expense (As Restated) 2020 $ 55,323 2021 50,015 2022 45,535 2023 37,168 2024 29,704 Thereafter 120,163 $ 337,908 Goodwill Goodwill by reporting segment consists of the following: Beginning of Year Balance (a) Additions Reductions Currency Translation Adjustments End of Year Balance (a) ITPS $ 566,215 $ 5,580 (c) $ — $ (220) $ 571,575 HS 86,786 — — — 86,786 LLPS 94,324 — (44,427) (b) — 49,897 Total - Year 2018 $ 747,325 $ 5,580 $ (44,427) $ (220) $ 708,258 ITPS 571,575 — (317,525) (d) 70 254,120 HS 86,786 — — — 86,786 LLPS 49,897 — (31,032) (e) — 18,865 Total - Year 2019 $ 708,258 $ — $ (348,557) $ 70 $ 359,771 (a) The carrying amount of goodwill for all periods presented is net of accumulated impairment losses of $167.9 million. (b) The reduction in goodwill is due to $44.4 million for impairment recorded in the fourth quarter of 2018. (c) Addition to goodwill due to the Asterion Business Combination (Refer to note 4) and other immaterial acquisitions in the third and fourth quarter of 2018. (d) The reduction in goodwill for the ITPS segment is due to $317.5 million for impairment recorded for the year ended December 31, 2019. (e) The reduction in goodwill for the LLPS segment is due to $31.0 million for impairment recorded for the year ended December 31, 2019. |
Accrued Liabilities and Other L
Accrued Liabilities and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and Other Long-Term Liabilities | |
Accrued Liabilities and Other Long-Term Liabilities | 10. Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities consist of the following: December 31, 2019 2018 Accrued taxes (exclusive of income taxes) $ 9,608 $ 10,606 Accrued lease exit obligations 1,127 1,694 Accrued professional and legal fees 33,421 31,220 Accrued appraisal action liability 56,412 40,649 Accrued rent — 1,421 Accrued transaction costs 2,250 2,250 Other accruals 18,735 19,515 $ 121,553 $ 107,355 Other Long-term liabilities consist of the following: December 31, 2019 2018 (As Restated) Deferred revenue $ 339 $ 432 Accrued rent 669 7,650 Accrued lease exit obligations 136 369 Accrued compensation expense 2,075 2,173 Other 3,743 4,093 $ 6,962 $ 14,717 |
Long-Term Debt and Credit Facil
Long-Term Debt and Credit Facilities | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt and Credit Facilities | |
Long-Term Debt and Credit Facilities | 11. Long-Term Debt and Credit Facilities Senior Secured Notes On July 12, 2017, the Company issued $1.0 billion in aggregate principal amount of 10.0% First Priority Senior Secured Notes due 2023 (the “Notes”). The Notes are guaranteed by certain subsidiaries of the Company. The Notes bear interest at a rate of 10.0% per year. The Company pays interest on the Notes on January 15 and July 15 of each year, commencing on January 15, 2018. The Notes will mature on July 15, 2023. As of December 31, 2019, the Company was in compliance with all covenants required under the Notes. Debt Refinancing Upon the closing of the Novitex Business Combination on July 12, 2017, the $1,050.7 million outstanding balance of SourceHOV related debt facilities and the $420.5 million outstanding balance of Novitex related debt facilities were paid off using proceeds from the Credit Agreement (as defined below) and issuance of the Notes. In accordance with ASC 470 – Debt – Modifications and Extinguishments, as a result of certain lenders that participated in SourceHOV’s debt structure prior to the refinancing and the Company’s debt structure after the refinancing, it was determined that a portion of the refinancing of SourceHOV’s first lien secured term loan and second lien secured term loan (“Original SourceHOV Term Loans”) would be accounted for as a debt modification, and the remaining would be accounted for as an extinguishment. The Company incurred $28.9 million in debt issuance costs related to the new secured term loan, of which $2.8 million was third party costs. The Company recorded $7.0 million of original issue discount as part of the refinancing. The Company expensed $1.1 million of costs related to the modified debt and capitalized the remaining $27.8 million. The Company wrote off $30.5 million of the unamortized issuance costs and discounts associated with the retirement of SourceHOV’s credit facilities. The Company retained approximately $3.3 million and $3.5 million of debt issuance costs and debt discounts, respectively, associated with the modified portion of the Original SourceHOV Term Loans that will be amortized over the term of the new term loan, which are presented on the balance sheet as a contra-debt liability. The Company incurred a $5.0 million prepayment penalty related to the Original SourceHOV Term Loans that was recorded as a loss on extinguishment of debt. The proceeds of the new debt financing were also used to pay fees and expenses incurred in connection with the Novitex Business Combination and for general corporate purposes. Senior Credit Facilities On July 12, 2017, the Company entered into a First Lien Credit Agreement with Royal Bank of Canada, Credit Suisse AG, Cayman Islands Branch, Natixis, New York Branch and KKR Corporate Lending LLC (the “Credit Agreement”) providing Exela Intermediate LLC, a wholly owned subsidiary of the Company, upon the terms and subject to the conditions set forth in the Credit Agreement, (i) a $350.0 million senior secured term loan maturing July 12, 2023 with an original issue discount (“OID”) of $7.0 million, and (ii) a $100.0 million senior secured revolving facility maturing July 12, 2022. As of December 31, 2019 and 2018 the Company had outstanding irrevocable letters of credit totaling $20.6 million under the senior secured revolving facility. The Credit Agreement provided for the following interest rates for borrowings under the senior secured term facility and senior secured revolving facility: at the Company’s option, either (1) an adjusted LIBOR, subject to a 1.0% floor in the case of term loans, or (2) a base rate, in each case plus an applicable margin. The initial applicable margin for the senior secured term facility was 7.5% with respect to LIBOR borrowings and 6.5% with respect to base rate borrowings. The initial applicable margin for the senior secured revolving facility was 7.0% with respect to LIBOR borrowings and 6.0% with respect to base rate borrowings. The applicable margin for borrowings under the senior secured revolving facility is subject to step-downs based on leverage ratios. The senior secured term loan is subject to amortization payments, commencing on the last day of the first full fiscal quarter of the Company following the closing date, of 0.6% of the aggregate principal amount for each of the first eight payments and 1.3% of the aggregate principal amount for payments thereafter, with any balance due at maturity. On May 18, 2020, the Company amended the Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. In the event the Company delivers the annual and quarterly financial statements described above within the time frames stated within such agreement (which the Company believes it has now satisfied with respect to the annual financial statements, but not with respect to quarterly financial statements), the Company will, upon delivery of such financial statements, be in compliance with the Credit Agreement, with respect to the financial statement delivery requirements set forth therein. Pursuant to the amendment, the Company also amended the Credit Agreement to, among other things: restrict the borrower and its subsidiaries’ ability to designate or invest in unrestricted subsidiaries; incur certain debt; create certain liens; make certain investments; pay certain dividends or other distributions on account of its equity interests; make certain asset sales or other dispositions (or utilize the proceeds of certain asset sales to reinvest in the business); or enter into certain affiliate transactions pursuant to the negative covenants under the Credit Agreement. Further, pursuant to the amendment, the borrower under the Credit Agreement is also required to maintain a minimum Liquidity (as defined in the amendment) of $35.0 million. As of December 31, 2019, the Company was in compliance with all covenants required under these senior credit facilities. Term Loan Repricing On July 13, 2018, Exela successfully repriced the $343.4 million of term loans outstanding under its senior secured credit facilities (the “Repricing”). The Repricing was accomplished pursuant to a First Amendment to the First Lien Credit Agreement (the “First Amendment”), dated as of July 13, 2018, by and among the Company’s subsidiaries Exela Intermediate Holdings LLC, Exela Intermediate, LLC, each “Subsidiary Loan Party” listed on the signature pages thereto, Royal Bank of Canada, as administrative agent, and each of the lenders party thereto, whereby the Company borrowed $343.4 million of refinancing term loans (the “Repricing Term Loans”) to refinance the Company’s existing senior secured term loans. In accordance with ASC 470 – Debt – Modifications and Extinguishments, as a result of certain lenders that participated in Exela’s debt structure prior to the Term Loan Repricing and the Company’s debt structure after the refinancing, it was determined that a portion of the refinancing of Exela’s senior secured credit facilities would be accounted for as a debt modification, and the remaining would be accounted for as an extinguishment. The company incurred $1.0 million in new debt issuance costs related to the refinancing, of which $1.0 million was expensed pursuant to modification accounting. The proportion of debt that was extinguished resulted in a write off of previously recognized debt issue costs of $0.1 million. Additionally, for the new lenders who exceeded the 10% test, less than $0.1 million was recorded as additional debt issue costs. All unamortized costs and discounts will be amortized over the life of the new term loan using the effective interest rate of the term loan. The Repricing Term Loans will bear interest at a rate per annum of, at the Company’s option, either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.0% floor, or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.5%, (ii) the prime rate and (iii) the one-month adjusted LIBOR plus 1.0%, in each case plus an applicable margin of 6.5% for LIBOR loans and 5.5% for base rate loans. The interest rates applicable to the Repricing Term Loans are 100 basis points lower than the interest rates applicable to the existing senior secured term loans that were incurred on July 12, 2017 pursuant to the Credit Agreement. The Repricing Term Loans will mature on July 12, 2023, the same maturity date as the existing senior secured term loans. 2018 Incremental Term Loan On July 13, 2018, the Company successfully borrowed an additional $30.0 million pursuant to incremental term loans (the “Incremental Term Loans”) under the First Amendment. The proceeds of the Incremental Term Loans may be used by the Company for general corporate purposes and to pay fees and expenses in connection with the First Amendment. The interest rates applicable to the Incremental Term Loans are the same as those for the Repricing Term Loans. The Company may voluntarily repay the Repricing Term Loans and the Incremental Term Loans (collectively, the “Term Loans”) at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to LIBOR rate loans. Other than as described above, the terms, conditions and covenants applicable to the Repricing Term Loans and the Incremental Term Loans are consistent with the terms, conditions and covenants that were applicable to the Existing Term Loans under the First Lien Credit. The Repricing and issuance of the Incremental Term Loans resulted in a partial debt extinguishment, for which Exela recognized $1.1 million in debt extinguishment costs in the third quarter of 2018. 2019 Incremental Term Loan On April 16, 2019, the Company successfully borrowed an additional $30.0 million pursuant to incremental term loans (the “2019 Incremental Term Loans”) under the Second Amendment to First Lien Credit Agreement (the “Second Amendment”). The proceeds of the 2019 Incremental Term Loans were used to replace the cash spent for acquisitions, pay related fees, expenses and related borrowings and for general corporate purposes. The 2019 Incremental Term Loans will bear interest at a rate per annum that is the same as the Company’s Repricing Term Loans under the senior credit facility. The 2019 Incremental Term Loans will mature on July 12, 2023, the same maturity date as the Term Loans. The Company may voluntarily repay the 2019 Incremental Term Loans at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to LIBOR rate loans. Other than as described above, the terms, conditions and covenants applicable to the 2019 Incremental Term Loans are consistent with the terms, conditions and covenants that are applicable to the Repricing Term Loans and 2018 Incremental Term Loans under the Credit Agreement. The Repricing and issuance of the 2018 and 2019 Incremental Term Loans resulted in a partial debt extinguishment, for which Exela recognized $1.4 million in debt extinguishment costs in the second quarter of 2019. Long- Term Debt Outstanding As of December 31, 2019 and 2018, the following long-term debt instruments were outstanding: December 31, 2019 2018 Other (a) $ 30,232 25,321 First lien credit agreement (b) 360,583 335,896 Senior secured notes (c) 979,060 974,443 Revolver 65,000 — Total debt 1,434,875 1,335,660 Less: Current portion of long-term debt (36,490) (29,237) Long-term debt, net of current maturities $ 1,398,385 $ 1,306,423 (a) Other debt represents outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans entered into by subsidiaries of the Company. (b) Net of unamortized original issue discount and debt issuance costs of $6.5 million and $18.9 million as of December 31, 2019 and $8.3 million and $24.5 million as of December 31, 2018. (c) Net of unamortized original issue discount and debt issuance costs of $14.9 million and $6.0 million as of December 31, 2019 and $18.2 million and $7.3 million as of December 31, 2018. As of December 31, 2019, maturities of long-term debt are as follows: Maturity 2020 $ 36,490 2021 25,198 2022 91,187 2023 1,325,445 2024 2,921 Thereafter — Total long-term debt 1,481,241 Less: Unamortized discount and debt issuance costs (46,366) $ 1,434,875 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company provides for income taxes using an asset and liability approach, under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. For financial reporting purposes, income/ (loss) before income taxes includes the following components: Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) United States $ (511,165) $ (180,245) $ (281,009) Foreign 9,691 18,792 10,457 $ (501,474) $ (161,453) $ (270,552) The provision for federal, state, and foreign income taxes consists of the following: Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) Federal Current $ (1,308) $ 1,308 $ (722) Deferred (3,879) (2,006) (59,425) State Current 2,255 390 1,407 Deferred (807) 2,339 (7,178) Foreign Current 5,770 3,435 5,794 Deferred 5,611 2,887 (944) Income Tax Expense (Benefit) $ 7,642 $ 8,353 $ (61,068) The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows: Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) Tax at statutory rate $ (105,310) $ (33,905) $ (94,693) Add (deduct) State income taxes (7,666) (6,557) (4,219) Foreign income taxes 4,390 1,228 305 Nondeductible transaction costs — — 27,311 Nondeductible goodwill impairment 61,699 9,002 10,497 Permanent differences 1,275 2,542 438 Litigation settlement 3,310 608 415 Changes in valuation allowance 30,064 19,433 (6,159) Unremitted earnings 1,604 4,735 — Changes in U.S tax rates — — (4,784) Deemed mandatory repatriation — — 7,441 GILTI Inclusion 3,772 2,289 — Expiration of tax attributes 10,807 8,353 — Other 3,697 625 2,380 Income Tax Expense (Benefit) $ 7,642 $ 8,353 $ (61,068) The Tax Cuts and Jobs Act (“TCJA”) was signed by the President of the United States and enacted into law on December 22, 2017. This overhaul of the U.S. tax law made a number of substantial changes, including the reduction of the corporate tax rate from 35% to 21%, establishing a dividends received deduction for dividends paid by foreign subsidiaries to the U.S., elimination or limitation of certain deductions (interest, domestic production activities and executive compensation), imposing a mandatory tax on previously unrepatriated earnings accumulated offshore since 1986 and establishing global minimum income tax and base erosion tax provisions related to offshore activities and affiliated party payments. The TCJA subjects a U.S. shareholder to tax on Global Intangible Low-taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected the accounting policy to recognize the tax expense related to GILTI in the year the tax is incurred as a period expense. At December 31 2019, the Company has included GILTI related to current-year operations in the amount of $18.0 million to compute the annual effective tax rate. At December 31, 2018, the Company had provided $2.3 million for tax impacts of GILTI. Beginning in 2018, the TCJA also subjects a U.S. shareholder of a controlled foreign corporation to current tax on certain payments from corporations subject to U.S. tax to related foreign persons, also referred to as base erosion and anti-abuse tax ("BEAT"). The BEAT provisions in the Tax Reform Act eliminate the deduction of certain base-erosion payments made to related foreign corporations and impose a minimum tax if greater than regular tax. The Company recorded zero tax expense related to BEAT for the year ended December 31, 2019. The Company had recorded $1.3 million tax expense related to BEAT for the year ended December 31, 2018. The components of deferred income tax liabilities and assets are as follows: Year Ended December 31, 2019 2018 (As Restated) Deferred income tax liabilities: Book over tax basis of intangible and fixed assets $ (77,088) $ (94,648) Unremitted foreign earnings (6,339) (4,735) Operating and finance right-of-use assets (16,981) — Other, net $ (2,571) $ (4,079) Total deferred income tax liabilities (102,979) (103,462) Deferred income tax assets: Allowance for doubtful accounts and receivable adjustments $ 1,498 $ 1,676 Inventory 903 1,629 Accrued liabilities 11,608 9,433 Net operating loss and tax credit carryforwards 158,265 184,430 Tax deductible goodwill 8,066 3,147 Disallowed interest deduction 56,873 26,897 Operating and finance lease liabilities 18,127 — Other, net 15,481 16,031 Total deferred income tax assets $ 270,820 $ 243,243 Valuation allowance (163,806) (134,650) Total net deferred income tax assets (liabilities) $ 4,036 $ 5,131 Gross deferred tax assets are reduced by valuation allowances to the extent the Company determines it is not more-likely-than-not that the deferred tax assets are expected to be realized. At December 31, 2019, the Company recognized $163.8 million of valuation allowances against gross deferred tax assets primarily related to net operating loss and tax credit carryforwards. Of this amount, approximately $65.4 million and $5.8 million of the total valuation allowance relates to U.S. federal and state limitations on the utilization of net operating loss carryforwards due to numerous changes in ownership. Approximately $48.9 million and $7.2 million of the total valuation allowance relates to U.S. federal and state disallowed interest deductions pursuant to the TCJA. The remaining $37.6 million of the valuation allowance relates to non-limited U.S. and non-U.S. net operating losses, capital losses, and tax credits that are not expected to be realizable. The net change during the year in the total valuation allowance was an increase of $29.2 million primarily related to the increase of net regular deferred tax assets and the increase of deferred tax assets related to disallowed interest deduction. Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount of U.S. tax attributes (net operating losses and tax credit carryforwards) following a change in ownership. The Company has determined that for the purpose of these provisions an ownership change occurred under Section 382 on April 3, 2014 and October 31, 2014 for BancTec, Inc. and its subsidiaries and RC4Capital, LLC and its subsidiaries (collectively, the “Pangea Group”) and on October 31, 2014 for the historic SourceHOV group (the "2014 Reorganization"). The Section 382 limitations significantly limit the pre-acquisition Pangea Group net operating losses. Accordingly, upon the October 31, 2014 change in control, most of the historic Pangea Group federal net operating losses were limited and a valuation allowance has been established against the related deferred tax assets. Following the filing of the October 31, 2014, Pangea Group federal tax returns and further Section 382 analysis, management finalized the amount of the limitation and as a result, approximately $3.5 million of the valuation allowance was released. Management has concluded that the U.S. tax attributes after Section 382 limitations were applied are more likely than not to be realized. With regard to Pangea Group's foreign subsidiaries, it was determined that most deferred tax assets are not likely to be realized and valuation allowances have been established. The Section 382 limit that applied to the historic SourceHOV group is greater than the net operating losses and tax credits generated in the predecessor periods. Therefore, no additional valuation allowances were established relating to Section 382 limitations other than the pre-2011 Section 382 limitations that applied. Included in deferred tax assets are federal, foreign and state net operating loss carryforwards, federal capital loss carryforwards, federal general business credit carryforwards and state tax credit carryforwards due to expire beginning in 2020 through 2039. As of December 31, 2019, the Company has federal and state income tax net operating loss (NOL) carryforwards of $573.8 million and $421.5 million, which will expire at various dates from 2020 through 2039. Such NOL carryforwards expire as follows: State and Local Federal NOL NOL 2020 – 2024 $ 86,371 $ 60,478 2025 – 2029 134,448 94,661 2030 – 2039 352,972 266,348 $ 573,791 $ 421,487 As of December 31, 2019, the Company has foreign net operating loss carryforwards of $37.3 million, $1.2 million of which were generated by Exela Poland, and will expire in 2024, and the rest of which can be carried forward indefinitely. Since the 2014 Reorganization did not result in a new tax basis of assets and liabilities for the Company, some of the goodwill continues to be deductible over the remaining amortization period for tax purposes. At December 31, 2019, approximately $41.4 million of the Company goodwill is tax deductible, $20.9 million of which is carried over from the 2014 Reorganization. Additionally, the Company has tax deductible goodwill of $17.0 million in connection with the TransCentra acquisition, and $3.5 million in connection with the Novitex acquisition. These amounts were related to the tax basis carried over from the seller in those acquisitions. The Company adopted the provision of accounting for uncertainty in income taxes in ASC Topic 740. ASC 740 clarifies the accounting for uncertain tax positions in the Company's financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on tax returns. The total amount of unrecognized tax benefits at December 31, 2019 is $6.4 million, and if recognized $2.8 million would benefit the effective tax rate. Total accrued interest and penalties recorded on the Consolidated Balance Sheet were $2.1 million and $2.3 million at December 31, 2019 and 2018, respectively. The total amount of interest and penalties recognized in the Consolidated Statement of Operations at December 31, 2019 was $(0.2) million. The Company does not anticipate a significant change in the amount of unrecognized tax benefits during 2018. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) Unrecognized tax benefits — January 1 $ 1,476 $ 1,047 $ 999 Gross increases — tax positions in prior period 1,378 301 48 Gross decreases — tax positions in prior period (10) — — Gross increases — tax positions in current period 1,470 128 — Settlement — — — Lapse of statute of limitations — — — Unrecognized tax benefits—December 31 $ 4,314 $ 1,476 $ 1,047 The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The statute of limitations for U.S. purposes is open for tax years ending on or after December 31, 2015, However, NOLs generated in years prior to 2015 and utilized in future periods may be subject to examination by U.S. tax authorities. State jurisdictions that remain subject to examination are not considered significant. The Company has significant foreign operations in India and EMEA. The Company may be subject to examination by the India tax authorities for tax periods ending on or after March 31, 2013. At December 31, 2019, the Company has not changed its prior indefinite reinvestment assertion on undistributed earnings related to certain foreign subsidiaries. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $105.2 million of undistributed earnings from these foreign subsidiaries as those earnings continue to be permanently reinvested. However, the Company does not indefinitely reinvest earnings in Canada, China, India, Mexico and Philippines. At December 31, 2019, the Company recorded $6.3 million of foreign withholding taxes on the undistributed earnings of these jurisdictions, $1.6 million of which was recorded in the Consolidated Statements of Operations at December 31, 2019 and $4.7 million was recorded at December 31, 2018. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans | |
Employee Benefit Plans | 13. Employee Benefit Plans German Pension Plan The Company’s subsidiary in Germany provides pension benefits to eligible retirees. Employees eligible for participation includes all employees who started working for the Company prior to September 30, 1987 and have finished a qualifying period of at least 10 years. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets. U.K. Pension Plan The Company’s subsidiary in the United Kingdom provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to October 2001. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The expected rate of return assumptions for plan assets relate solely to the UK plan and are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. The Company assumed a weighted average expected long-term rate on plan assets of 3.87%. Norway Pension Plan The Company’s subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than three years from retirement prior to March 2018. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The expected rate of return assumptions for plan assets relate solely to the Norway plan and are based mainly on historical performance achieved over a long period of time (10 to 20 years) encompassing many business and economic cycles. The Company assumed a weighted average expected long-term rate on plan assets of 3.8%. Asterion Pension Plan The Company acquired in 2018 through the Asterion Business Combination the obligation to provide pension benefits to eligible retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to July 2003. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. With respect to all of the plans as discussed, no new employees are registered under these plans and the employees who are already eligible to receive benefits under these plans are no longer employed by the Company. Funded Status The change in benefit obligations, the change in the fair value of the plan assets and the funded status of the Company’s pension plans (except for the German pension plan which is unfunded) and the amounts recognized in the Company’s consolidated financial statements are as follows: Year ended December, 2019 2018 Change in Benefit Obligation: Benefit obligation at beginning of period $ 90,051 $ 91,875 Additional obligation due to acquisition — 5,631 Service cost 80 82 Interest cost 2,448 2,350 Actuarial loss (gain) 9,168 (4,356) Plan amendments (835) 1,334 Benefits paid (3,082) (1,558) Foreign-exchange rate changes 3,131 (5,307) Benefit obligation at end of year $ 100,961 $ 90,051 Change in Plan Assets: Fair value of plan assets at beginning of period $ 62,952 $ 64,886 Additional assets due to acquisition — 2,184 Actual return on plan assets 10,906 (1,432) Employer contributions 2,557 2,477 Benefits paid (2,995) (1,421) Foreign-exchange rate changes 2,455 (3,742) Fair value of plan assets at end of year 75,875 62,952 Funded status at end of year $ (25,086) $ (27,099) Net amount recognized in the Consolidated Balance Sheets: Pension liability (a) $ (25,681) $ (27,641) Amounts recognized in accumulated other comprehensive loss, net of tax consist of: Net actuarial loss (8,059) (9,301) Net amount recognized in accumulated other comprehensive loss, net of tax $ (8,059) $ (9,301) Plans with underfunded or non-funded accumulated benefit obligation: Aggregate projected benefit obligation $ 100,961 $ 90,050 Aggregate accumulated benefit obligation $ 100,961 $ 90,050 Aggregate fair value of plan assets $ 75,875 $ 62,883 (a) Consolidated balance of $25.7 million for the year ended December 31, 2019 includes pension liabilities of $20.6 million, $2.4 million, $2.1 million and $0.1 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.5 million. Consolidated balance of $27.6 million for the year ended December 31, 2018 includes pension liabilities of $22.0 million, $2.8 million, $1.8 million and $0.5 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.5 million. Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Net Periodic Benefit Costs in 2020 The liability recorded on the Company’s consolidated balance sheets representing the net unfunded status of this plan is different than the cumulative expense recognized for this plan. The difference relates to losses that are deferred and that will be amortized into periodic benefit costs in future periods. These unamortized amounts are recorded in Accumulated Other Comprehensive Loss in the consolidated balance sheets. As of December 31, 2019, the estimated pre-tax amount that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next year will be net actuarial loss of $1.8 million and prior service cost of $0.1 million. Tax Effect on Accumulated Other Comprehensive Loss As of December 31, 2019 and 2018, the Company recorded actuarial losses of $8.1 million and $9.3 million, respectively, which is net of a deferred tax benefit of $2.0 million and $1.7 million, respectively. Pension and Postretirement Expense The components of the net periodic benefit cost are as follows: Year ended December 31, 2019 2018 2017 Service cost $ 80 $ 82 $ 8 Interest cost 2,448 2,350 2,288 Expected return on plan assets (2,460) (2,841) (2,392) Amortization: Amortization of prior service cost (169) 9 (134) Amortization of net (gain) loss 1,768 1,755 2,063 Net periodic benefit cost $ 1,667 $ 1,355 $ 1,833 Valuation The Company uses the corridor approach and projected unit credit method in the valuation of its defined benefit plans for the UK, Germany, and Norway respectively. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions. For defined benefit pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over 15 years. Similarly, the Company used the Projected Unit Credit Method for the German Plan, and evaluated the assumptions used to derive the related benefit obligations consisting primarily of financial and demographic assumptions including commencement of employment, biometric decrement tables, retirement age, staff turnover. The projected unit credit method determines the present value of the Company’s defined benefit obligations and related service costs by taking into account each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately in building up the final obligation. Benefit is attributed to periods of service using the plan's benefit formula, unless an employee's service in later years will lead to a materially higher of benefit than in earlier years, in which case a straight-line basis is used. The following tables set forth the principal actuarial assumptions used to determine benefit obligation and net periodic benefit costs: December 31, 2019 2018 2019 2018 2019 2018 2019 2018 UK Germany Norway Asterion Weighted-average assumptions used to determine benefit obligations: Discount rate 2.10 % 2.80 % 1.00 % 1.90 % 2.30 % 2.60 % 1.10 % 1.80 Rate of compensation increase N/A N/A N/A N/A 2.25 % 2.75 % 2.50 % 2.50 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 2.80 % 2.50 % 1.00 % 1.90 % 2.30 % 2.60 % 1.10 % 1.80 Expected asset return 3.87 % 4.25 % N/A % N/A % 3.80 % 4.30 % 1.10 % 1.80 Rate of compensation increase N/A N/A N/A N/A 2.25 % 1.75 % 2.50 % 2.50 The Germany plan is an unfunded plan and therefore has no plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time (10 to 20 years) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions. The Company assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 3.86%. The Company’s long-term expected rate of return on cash is determined by reference to UK government 10 year bond yields at the balance sheet dates. The long-term expected return on bonds is determined by reference to corporate bond yields at the balance sheet date. The long-term expected rate of return on equities and diversified growth funds is based on the rate of return on UK long dated government bonds with an allowance for out-performance. The long-term expected rate of return on the liability driven investments holdings is determined by reference to UK government 20 year bond yields at the balance sheet date. The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan’s liabilities. The index utilized reflected the market’s yield requirements for these types of investments. The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the government’s target rate for inflation (CPI) at 1.8%. The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the time scale covered, may not necessarily be borne out in practice. Plan Assets The investment objective for the plan is to earn, over moving fifteen to twenty year periods, the long-term expected rate of return, net of investment fees and transaction costs, to satisfy the benefit obligations of the plan, while at the same time maintaining sufficient liquidity to pay benefit obligations and proper expenses, and meet any other cash needs, in the short-to medium-term. The Company’s investment policy related to the defined benefit plan is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the fund. No specific targeted allocation percentages have been set by category, but are set at the direction and discretion of the plan trustees. The weighted average allocation of plan assets by asset category is as follows: December 31, 2019 2018 (As Restated) 2017 (As Restated) U.K. and other international equities 29.9 % 27.1 % 45.0 % U.K. government and corporate bonds 12.5 12.7 20.0 Diversified growth fund 41.3 38.9 35.0 Liability driven investments 16.3 21.3 N/A Total 100.0 % 100.0 % 100.0 % The following tables set forth, by category and within the fair value hierarchy, the fair value of the Company’s pension assets at December 31, 2019 and 2018: December 31, 2019 Total Level 1 Level 2 Level 3 Asset Category: Cash $ 837 $ 837 $ — $ — Equity funds: U.K. 13,121 — 13,121 — Other international 8,747 — 8,747 — Fixed income securities: Corporate bonds / U.K. Gilts 9,446 — 9,446 — Other investments: Diversified growth fund 31,345 — 31,345 — Liability driven investments 12,379 — 12,379 — Total fair value $ 75,875 $ 837 $ 75,038 $ — December 31, 2018 (As Restated) Total Level 1 Level 2 Level 3 Asset Category: Cash $ 129 $ 129 $ — $ — Equity funds: U.K. 10,161 — 10,161 — Other international 6,773 — 6,773 — Fixed income securities: Corporate bonds / UK Gilts 7,987 — 7,987 — Other investments: Diversified growth fund 24,488 — 24,488 — Liability driven investments 13,414 — 13,414 — Total fair value $ 62,952 $ 129 $ 62,823 $ — The Company identified an immaterial error in the footnotes to the previously issued financial statements as of December 31, 2018. In the previously issued financial statements the investments in Equities, Fixed Income Securities, and Other investments denominated in British Pounds relating to U.K. Plan as of December 31, 2018, were converted from British Pounds to United States Dollars using incorrect exchange rates. These amounts have been recomputed using appropriate exchange rate and correctly disclosed within the fair value hierarchy table above. As a result of this correction, the weighted average allocation of plan assets by asset category for the year ended December 31, 2018 is also restated. The plan assets are categorized as follows, as applicable: Level 1: Any asset for which a unit price is available and used without adjustment, cash balances, etc. Level 2: Any asset for which the amount disclosed is based on market data, for example a fair value measurement based on a present value technique (where all calculation inputs are based on data). Level 3: Other assets. For example, any asset value with a fair value adjustment made not based on available indices or data. Employer Contributions The Company’s funding is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $2.6 million and $2.5 million to its pension plans during the years ended December 31, 2019 and 2018 (as restated), respectively. The Company has fully funded the pension plans for 2019 based on current plan provisions. The Company expects to contribute $2.7 million to the pension plans during 2020, based on current plan provisions. Estimated Future Benefit Payments The estimated future pension benefit payments expected to be paid to plan participants are as follows: Estimated Benefit Payments Year ended December 31, 2020 $ 1,730 2021 1,741 2022 2,070 2023 1,997 2024 2,854 2025 - 2029 16,417 Total $ 26,809 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Litigation The Company is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe these actions will have a material, adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. Appraisal Demand On September 21, 2017, former stockholders of SourceHOV, who owned 10,304 shares of SourceHOV common stock, filed a petition for appraisal pursuant to 8 Del. C. § 262 in the Delaware Court of Chancery, captioned Manichaean Capital, LLC, et al. v. SourceHOV Holdings, Inc., C.A. No. 2017 0673 JRS (the “Appraisal Action”). The Appraisal Action arose out of the Novitex Business Combination, and the petitioners sought, among other things, a determination of the fair value of their shares at the time of the Novitex Business Combination; an order that SourceHOV pay that value to the petitioners, together with interest at the statutory rate; and an award of costs, attorneys’ fees, and other expenses. During the trial the parties and their experts offered competing valuations of the SourceHOV shares as of the date of the Novitex Business Combination. SourceHOV argued the value was no more than $1,633.85 per share and the petitioners argued the value was at least $5,079.28 per share. On January 30, 2020, the Court issued its post-trial Memorandum Opinion in the Appraisal Action, in which it found that the fair value of SourceHOV as of the date of the Novitex Business Combination was $4,591 per share, and on March 26, 2020, the Court issued its final order and judgment awarding the petitioners $57,698,426 inclusive of costs and interest. On May 7, 2020, SourceHOV filed a motion for new trial in relation to share count. Following the Court’s decision on the motion for new trial, SourceHOV has the right to appeal the judgment. At this time, we cannot determine whether such motion or an appeal would be successful. Per the Court’s opinion, the legal rate of interest, compounded quarterly, accrues on the per share value from the Closing Date until the date of payment to petitioners. As a result of the Appraisal Action, 4,570,734 shares of our Common Stock issued to Ex-Sigma 2 have been returned to the Company during the first quarter of 2020 . As of December 31, 2019, the Company accrued a liability of $56.4 million for the Appraisal Action based on management’s best estimate of total payment obligation including accrued interest. Contract-Related Contingencies The Company has certain contingent obligations that arise in the ordinary course of providing services to its customers. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to customers by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows. The Company has recorded a liability for contingent consideration related to a prior acquisition. The Company adjusts this liability to fair value at each reporting period. On February 20, 2014, the Company’s subsidiary, Pangea Acquisitions, Inc. ("Pangea") acquired BancTec, Inc. ("BancTec") through a merger of BancTec and a Pangea subsidiary. The merger agreement for that transaction provided that contingent, or "earnout," consideration would be paid to former BancTec shareholders in the event Pangea's controlling shareholder realizes certain returns on its post-merger Pangea stock. A liability of $0.7 million was recognized for the fair value of the contingent consideration on the acquisition date. The liability for the contingent consideration is adjusted to fair value at each reporting date. (Refer to Note 15 – Fair Value Measurements). The liability for the fair value of the contingent consideration was $0.7 million as of December 31, 2019 and 2018. On April 13, 2018, Western Standard, LLC, in its capacity as representative of the former BancTec shareholders filed suit in the Delaware Court of Chancery alleging that the above described earnout was triggered by the Novitex Business Combination and seeks payment of approximately $8.1 million in respect of the earnout. While the Company moved to dismiss the complaint because the earnout was moot or had not been triggered, on July 24, 2019, the Company was denied its motion to dismiss. The case is scheduled for trial September 1-3, 2020 in Wilmington, Delaware, and discovery is ongoing. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurement | |
Fair Value Measurement | 15. Fair Value Measurement Assets and Liabilities Measured at Fair Value The carrying amount of assets and liabilities including cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of December 31, 2019, and December 31, 2018, due to the relative short maturity of these instruments. Management estimates the fair values of the secured term loan and secured notes at approximately 42.5% and 41.0% respectively, of the respective principal balance outstanding as of December 31, 2019. The fair value is substantially less than the carrying value for the long-term debt. Other debt represents the Company's outstanding loan balances associated with various hardware and software purchases along with loans entered into by subsidiaries of the Company and as such, the cost incurred would approximate fair value. Property and equipment, intangible assets, capital lease obligations, and goodwill are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the respective asset is written down to its fair value. The Company determined the fair value of its long-term debt using Level 2 inputs including the recent issue of the debt, the Company’s credit rating, and the current risk-free rate. The Company’s contingent liabilities related to prior acquisitions are re-measured each period and represent a Level 2 measurement as it is based on using an earn out method based on the agreement terms. The Company determined the fair value of the interest rate swap using Level 2 inputs. The Company uses closing prices as provided by a third party institution. (Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting Policies) . The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2019 and December 31, 2018: Carrying Fair Fair Value Measurements As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,398,385 $ 632,796 $ — $ 632,796 $ — Interest rate swap liability 501 501 — 501 — Acquisition contingent liability $ 721 $ 721 $ — $ — $ 721 Nonrecurring assets and liabilities: Goodwill 359,771 359,771 — — 359,771 Carrying Fair Fair Value Measurements As of December 31, 2018 (As Restated) Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,306,423 $ 1,316,306 $ — $ 1,316,306 $ — Interest rate swap asset (1) 3,836 3,836 — 3,836 — Acquisition contingent liability $ 721 $ 721 $ — $ — $ 721 Nonrecurring assets and liabilities: Goodwill 708,258 708,258 — — 708,258 (1) Due to an error in presentation of this table in the financial statement for the year ended December 31, 2018, the carrying amount and fair value of the interest rate swap was disclosed as zero. The table has been restated to include the carrying amount and fair value of the interest rate swap asset as at December 31, 2018. The significant unobservable inputs used in the fair value of the Company’s acquisition contingent liabilities are the discount rate, growth assumptions, and revenue thresholds. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the other based on the current level of billings. The following table reconciles the beginning and ending balances of net assets and liabilities classified as Level 3 for which a reconciliation is required: December 31, December 31, 2019 2018 Balance as of January 1, $ 721 $ 721 Payments/Reductions — — Balance as of December 31, $ 721 $ 721 During 2019 and 2018, goodwill impairment charges totaling $348.6 million and $44.4 million were recognized. See Note 9. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | 16. Stock-Based Compensation At Closing, SourceHOV had 24,535 restricted stock units (“RSUs”) outstanding under its 2013 Long Term Incentive Plan (“2013 Plan”). Simultaneous with the Closing, the 2013 Plan, as well as all vested and unvested RSUs under the 2013 Plan, were assumed by Ex-Sigma (the sole equityholder of Ex-Sigma 2), an entity formed by the former SourceHOV equity holders. In accordance with U.S. GAAP, the Company incurred compensation expenses related to the 9,880 unvested RSUs as of July 12, 2017 on a straight-line basis until fully vested, as the recipients of the RSUs were employees of the Company. All unvested RSUs under the 2013 Plan were vested by April 2019. As of December 31, 2019, there were no outstanding obligations under the 2013 Plan. Exela 2018 Stock Incentive Plan On December 20, 2017, Exela’s 2018 Stock Incentive Plan (the “2018 Plan”) became effective. The 2018 Plan provides for the grant of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other stock-based compensation to eligible participants. The Company is authorized to issue up to 8,323,764 shares of Common Stock under the 2018 Plan. Restricted Stock Unit Grants Restricted stock unit awards generally vest ratably over a one to two year period. Restricted stock units are subject to forfeiture if employment terminates prior to vesting and are expensed ratably over the vesting period. A summary of the status of restricted stock units related to the 2018 Plan as of December 31, 2019 is presented as follows: Average Weighted Remaining Number Average Grant Contractual Life Aggregate of Shares Date Fair Value (Years) Intrinsic Value Balance as of December 31, 2018 893,297 $ 5.86 0.76 $ 5,239 Granted 462,617 2.49 Forfeited (242,116) 5.41 Vested (804,493) 5.88 Balance as of December 31, 2019 309,305 $ 1.99 1.19 $ 616 The majority of the RSUs that vested in the third quarter of 2019 were net-share settled such that the Company withheld shares with value equivalent to the employee’s minimum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were 194,010 shares and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total payment for the employee’s tax obligations to taxing authorities were $0.2 million and is reflected as a financing activity within the Consolidated Statements of Cash flows. Options Under the 2018 Plan, stock options are granted at a price per share not less than 100% of the fair market value per share of the underlying stock at the grant date. The vesting period for each option award is established on the grant date, and the options generally expire 10 years from the grant date. Options granted under the 2018 Plan generally require no less than a two or four year ratable vesting period. Stock option activity for the year 2019 is summarized in the following table: Average Weighted Weighted Remaining Average Grant Average Vesting Period Aggregate Outstanding Date Fair Value Exercise Price (Years) Intrinsic Value Outstanding Balance as of December 31, 2018 3,570,300 $ 2.69 $ 6.06 2.92 $ 9,590 Granted 2,050,600 0.94 Exercised — — Forfeited (683,200) 2.64 Expired — — Outstanding Balance as of December 31, 2019 4,937,700 $ 1.97 $ 4.14 2.27 $ 9,719 (1) None of the outstanding options are exercisable as of December 31, 2019. As of December 31, 2019, there was approximately $6.2 million of total unrecognized compensation expense related to non-vested awards for the 2018 Plan, which will be recognized over the respective service period. Stock-based compensation expense is recorded within Selling, general, and administrative expenses. The Company incurred total compensation expense of $7.8 million, $7.6 million, and $6.7 million related to the 2013 Plan and 2018 Plan awards for the years ended December 31, 2019, 2018, and 2017. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders’ Equity | |
Stockholders’ Equity | 17. Stockholders’ Equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. Common Stock The Company is authorized to issue 1,600,000,000 shares of Common Stock, par value $0.0001 per share. Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock or as provided for in the Director Nomination Agreements, the holders of our Common Stock possess all voting power for the election of our board of directors and all other matters requiring stockholder action and will at all times vote together as one class on all matters submitted to a vote of Exela stockholders. Holders of our Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Holders of our Common Stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions. The holders of the Common Stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock. In the year 2019, 275,000 shares of Series A Preferred Stock were converted into 336,214 shares of Common Stock. As of December 31, 2019 and December 31, 2018, there were 153,638,836 and 152,692,140 shares of Common Stock issued, respectively. As of December 31, 2019 and December 31, 2018, there were 150,851,689 and 150,142,955 shares outstanding, respectively (inclusive in each case of the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action). Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. At December 31, 2019 and December 31, 2018, the Company had 4,294,233 shares and 4,569,233 shares of Series A Preferred Stock outstanding, respectively. The par value of the Series A Preferred Stock is $0.0001 per share. Each share of Series A Preferred Stock will be convertible at the holder's option, at any time after the six month anniversary and prior to the third anniversary of the issue date, initially into 1.2226 shares of Exela Common Stock (assuming a conversion price of $8.80 per share and a third anniversary expected liquidation preference of $10.75911 per the below). Due to a Fundamental Change (as defined in the Certificate of Designations, Preferences, Rights and Limitations of Series A Preferred Stock) that occurred on August 1, 2017 as described in the beneficial conversion feature section of Note 2, holders of Series A Preferred Stock were able to convert their shares prior to the six month anniversary. Based on such assumed conversion rate, approximately 11,240,869 shares of Exela Common Stock would be issuable upon conversion of all of the shares of Series A Preferred Stock at the six month anniversary of the issue date. As of December 31, 2019, 5,250,129 shares of Common Stock are issuable upon conversion of the remaining 4,294,233 shares of Series A Preferred Stock. Holders of the Series A Preferred Stock will be entitled to receive cumulative dividends at a rate per annum of 10% of the Liquidation Preference per share of Series A Preferred Stock, paid or accrued quarterly in arrears. From the issue date until the third anniversary of the issue date, the amount of all accrued but unpaid dividends on the Series A Preferred Stock will be added to the Liquidation Preference without any action by the Company’s board of directors. For the year ended December 31, 2019, this amount was $ 3.3 million as reflected on the Consolidated Statement of Operations. The cumulative accrued but unpaid dividends of the Series A Preferred Stock since their inception on July 12, 2017 is $9.4 million. The per share average of cumulative preferred dividends is $2.2. Following the third anniversary of the issue date, dividends on the Series A Preferred Stock will be accrued by adding to the Liquidation Preference or paid in cash, or a combination thereof. In addition, holders of the Series A Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Certificate of Designations), as if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution. Treasury Stock On November 8, 2017, the Company’s board of directors authorized a share buyback program (the “Share Buyback Program”), pursuant to which the Company was entitled to purchase up to 5,000,000 shares of its Common Stock. The Share Buyback Program has expired. The Company purchased 237,962 shares in 2019 at an average share price of $2.51 under the Share Buyback Program. As of December 31, 2019, 2,787,147 shares had been repurchased under the Share Buyback Program and they are held in treasury stock. The Company records treasury stock using the cost method. Warrants At December 31, 2019, there were a total of 34,988,302 warrants outstanding. As part of its IPO, Quinpario had issued 35,000,000 units including one share of Common Stock and one warrant of which 34,988,302 have been separated from the original unit and 11,698 warrants remain an unseparated part of the originally issued units which are included in the number of shares of common stock outstanding referred to above. The warrants are traded on the OTC Bulletin board as of December 31, 2019. Each warrant entitles the holder to purchase one-half of one share of Common Stock at a price of $5.75 per half share ($11.50 per whole share). Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the warrants. Each warrant is currently exercisable and will expire July 12, 2022 (five years after the completion of the Novitex Business Combination), or earlier upon redemption. The Company may call the warrants for redemption at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of the shares of Common Stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three business days before the Company sends the notice of redemption, and if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related-Party Transactions | |
Related-Party Transactions | 18 . Related-Party Transactions Operating Facility Leases Certain operating companies lease their operating facilities from HOV RE, LLC and HOV Services Limited, which are affiliates under common control with Ex-Sigma 2. The rental expense for these operating leases was $0.4 million, $0.7 million, and $0.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. Consulting Agreements The Company receives services from Oakana Holdings, Inc. The Company and Oakana Holdings, Inc. are related through a family relationship between certain shareholders and the president of Oakana Holdings, Inc. The expense recognized for these services was approximately $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company received consulting services from Shadow Pond, LLC. Shadow Pond, LLC is wholly-owned and controlled by Vik Negi, the Company’s Executive Vice President Treasury and Business Affairs. The consulting arrangement was established to compensate Mr. Negi for his services to the Company prior to becoming an employee. The consulting arrangement with Shadow Pond, LLC terminated and Mr. Negi continues to provide services as an employee of the Company. For the year ended December 31, 2019, the Company incurred no expenses for these services. The expense recognized for these services was approximately $0.1 million and $0.5 million for the years ended December 31, 2018 and 2017, respectively. Relationship with HandsOn Global Management The Company incurred management fees to HGM, SourceHOV’s former owner, of $6.0 million for the year ended December 31, 2017. The contract with HGM was terminated upon consummation of the Novitex Business Combination, and no fees were payable after July 12, 2017. The Company incurred reimbursable travel expenses to HGM of $0.6 million, less than $0.1 million and $0.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. Pursuant to a master agreement dated January 1, 2015 between Rule 14, LLC and a subsidiary of the Company, the Company incurs marketing fees to Rule 14, LLC, a portfolio company of HGM. Similarly, the Company is party to ten master agreements with entities affiliated with HGM’s managed funds, each of which were entered into during 2015 and 2016. Each master agreement provides the Company with use of certain technology and includes a reseller arrangement pursuant to which the Company is entitled to sell these services to third parties. Any revenue earned by the Company in such third-party sale is shared 75%/25% with each of HGM’s venture affiliates in favor of the Company. The brands Zuma, Athena, Peri, BancMate, Spring, Jet, Teletype, CourtQ and Rewardio are part of the HGM managed funds. The Company has the license to use and resell such brands, as described therein. The Company incurred fees relating to these agreements of $1.0 million, $0.7 million, and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. During 2017, the Company incurred contract cancellation and advising fees to HGM of $23.0 million, $10.0 million of which was paid by the issuance of 1,250,000 shares of Common Stock, relating to the Novitex Business Combination. No such fees were incurred in 2019 and 2018. Relationship with HOV Services, Ltd. HOV Services, Ltd. provides the Company data capture and technology services. The expense recognized for these services was approximately $1.5 million, $1.6 million, and $1.7 million for the years ended December 31, 2019, 2018, and 2017, respectively. These expenses are included in cost of revenue in the consolidated statements of operations. Relationship with Apollo Global Management, Inc. The Company provides services to and receives services from certain Apollo Global Management, Inc. (“Apollo”) affiliated companies. Funds managed by Apollo held the second largest position in our Common Stock following the Novitex Business Combination and had the right to designate two of the Company’s directors pursuant to a director nomination agreement. Apollo has announced that its affiliated funds ceased being shareholders on March 11, 2020. On November 18, 2014, one of the Company's subsidiaries entered into a master services agreement with an indirect wholly owned subsidiary of Apollo. Pursuant to this master services agreement, the Company provides printer supplies and maintenance services, including toner maintenance, training, quarterly business review and printer procurement. The Company recognized revenue of $0.6 million, $0.6 million and $0.3 million under this agreement for the years ended December 31, 2019, 2018 and 2017, respectively, in our consolidated statements of operations. On January 18, 2017, one of the Company’s subsidiaries entered into a master purchase and professional services agreement with Caesars Enterprise Services, LLC (‘‘Caesars’’). Caesars is controlled by investment funds affiliated with Apollo. Pursuant to this master purchase and professional services agreement, the Company provides managed print services to Caesars, including general equipment operation, supply management, support services and technical support. The Company recognized revenue of $4.4 million, $4.1 million and $1.2 million for years ended December 31, 2019, 2018 and 2017. On May 5, 2017, one of the Company’s subsidiaries entered into a master services agreement with ADT LLC. ADT LLC is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, the Company provides ADT LLC with mailroom and onsite mail delivery services at an ADT LLC office location and managed print services, including supply management, equipment maintenance and technical support services. The Company recognized revenue of $1.2 million, $0.6 million and less than $0.1 million in our consolidated statements of operations from ADT LLC under this master services agreement for the years ended December 31, 2019, 2018 and 2017 . On July 20, 2017, one of the Company’s subsidiaries entered into a master services agreement with Diamond Resorts Centralized Services Company. Diamond Resorts Centralized Services Company is controlled by investment funds affiliated with Apollo. Pursuant to this master services agreement, the Company provides commercial print and promotional product procurement services to Diamond Resorts Centralized Services Company, including sourcing, inventory management and fulfillment services. The Company recognized revenue of $5.4 million and $5.7 million for the year ended December 31, 2019 and 2018 and cost of revenue of less than $0.1 million for each of the years ended December 31, 2019 and 2018 from Diamond Resorts Centralized Services Company under this master services agreement. No revenue or cost of revenue was recognized in 2017 under this agreement. In April 2016, one of the Company’s subsidiaries entered into a master services agreement with Presidio Networked Solutions Group, LLC ("Presidio Group"), a wholly owned subsidiary of Presidio, Inc., a portion of which is owned by affiliates of Apollo. Pursuant to this master services agreement, Presidio Group provides the Company with employees, subcontractors, and/or goods and services. For the years ended December 31, 2019, 2018 and 2017 there were related party expenses of $1.0 million, $0.7 million and $0.3 million, respectively, for this service . In June 2002, one of the Company’s subsidiaries entered into a systems purchase and license agreement with Evertec Group LLC (“Evertec”). Evertec is controlled by investment funds affiliated with Apollo. Pursuant to the agreement, the Company provided system and ongoing maintenance services as detailed in the agreement. In August, 2016, another subsidiary of the Company entered into an equipment maintenance agreement with Evertec. Pursuant to the equipment maintenance agreement, the Company provides preventive and corrective maintenance service to selected equipment listed in the agreement. The Company recognized revenue of $0.3 million, $0.3 million and $0.1 million under these agreements for the year ended December 31, 2019, 2018 and 2017, respectively, in our consolidated statements of operations. In June 2019, one of the Company’s subsidiaries entered into a master lease agreement with Presidio Technology Capital, LLC (“Presidio Capital”), a wholly owned subsidiary of Presidio, Inc., a portion of which is owned by affiliates of Apollo. Pursuant to this master lease agreement, Presidio Capital provides the Company certain equipment on finance lease. The Company recorded a finance lease liability of $1.0 million for this lease. As of December 31, 2019, total finance lease liability of the Company included $0.9 million pertaining to this lease. Relationship with Ex-Sigma and Ex-Sigma 2 The Company made payments totaling $5.6 million to Ex-Sigma 2 during the fourth quarter of 2019. At the time of the payments, they were understood to be a reimbursement of fees and expenses relating to the Appraisal Shares under the terms of the Consent, Waiver and Amendment. At Ex-Sigma 2’s request such amount was remitted to pay down a portion of the Margin Loan on behalf of Ex-Sigma 2. Upon further review, it was determined that such expense reimbursement should be considered a reimbursement of the principal and interest on the Margin Loan and thus not subject to reimbursement under the Consent, Waiver and Amendment. These payments were not authorized or approved in advance by the Audit Committee. Separately, the Company determined it was obligated to reimburse premium payments of $6.9 million made by Ex-Sigma 2 on the Margin Loan under the terms of the Consent, Waiver and Amendment. Pursuant to a written settlement agreement entered into in June 2020, Ex-Sigma, SourceHOV and the Company agreed that the $5.6 million of payments made during the fourth quarter of 2019 would be accepted to fully discharge the Company’s obligation to reimburse Ex-Sigma 2 for the $6.9 million of premium payments. The Company recorded related party expenses of $1.7 million and $5.2 million during the years ended December 31, 2019 and 2018, respectively, related to the Company’s obligation to reimburse Ex-Sigma 2 for premium payments on the Margin Loan. The Company incurred reimbursable expenses to Ex-Sigma 2 of $2.1 million and $2.4 million for the years ended December 31, 2019 and 2018, respectively, in connection with secondary offerings of shares by Ex-Sigma 2, the proceeds of which were used to repay the Margin Loan. The reimbursement payments were made in the second half of 2019. The Company incurred reimbursable expenses to Ex-Sigma 2 of $0.6 million and $0.4 million for the years ended December 31, 2019 and 2018, respectively, in connection with legal expenses of Ex-Sigma 2. The premium payments, secondary offering fees and legal expenses were reimbursed pursuant to the terms of the Consent, Waiver and Amendment. These expenses are included in related party expense in the consolidated statements of operations. In addition, in October 2019, the Company awarded $6.3 million in bonuses to certain employees who were also indirect equity holders of Ex-Sigma 2 through their holdings of Ex-Sigma that had been issued upon the vesting of RSUs granted under the 2013 Plan. Ex-Sigma 2 pledged all of its capital stock in the Company as collateral for the Margin Loan. The Company remitted the net amount of $4.6 million (after withholding payroll taxes of $1.7 million) toward the outstanding balance on the Margin Loan in order to benefit such employees. The bonus amount remitted by the Company was originally determined by Ex-Sigma management based on such employees’ over-all equity ownership of Ex-Sigma. Following payment in full of the Margin Loan, during the first quarter of 2020, Ex-Sigma 2 distributed the shares of the Company’s capital stock held by it to its sole equity holder, Ex-Sigma, who distributed the shares to its equity holders, including the bonus recipients. These bonus payments were not processed or approved according to the Company’s internal control policies. In May 2020, each employee that received the bonus countersigned an authorization letter confirming their authorization for the Company to remit the amount of their net bonus to pay a portion of the Margin Loan. The Company recorded the $6.3 million bonus payments as compensation expense in selling, general and administrative expenses in the accompanying statements of operations in the fourth quarter of 2019 . Payable and Receivable Balances with Affiliates Payable and receivable balances with affiliates as of December 31, 2019 and December 31, 2018 are as follows below. As of December 31, 2018 there were no related party receivables: December 31, December 31, 2018 Receivable Payable Payable HOV Services, Ltd $ 601 $ — $ 405 Rule 14 — 250 127 HGM 115 — 6,998 Apollo affiliated company — 202 205 Oakana — 1 — Ex-Sigma 2 — 1,287 7,628 $ 716 $ 1,740 $ 15,363 |
Segment and Geographic Area Inf
Segment and Geographic Area Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment and Geographic Area Information | |
Segment and Geographic Area Information | 19. Segment and Geographic Area Information The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with its clients. The Company is organized into three segments: ITPS, HS, and LLPS. ITPS: The ITPS segment provides a wide range of solutions and services designed to aid businesses in information capture, processing, decisioning and distribution to customers primarily in the financial services, commercial, public sector and legal industries. HS: The HS segment operates and maintains a consulting and outsourcing business specializing in both the healthcare provider and payer markets. LLPS: The LLPS segment provides a broad and active array of legal services in connection with class action, bankruptcy labor, claims adjudication and employment and other legal matters. The chief operating decision maker reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Company does not allocate Selling, general, and administrative expenses, depreciation and amortization, interest expense and sundry, net. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below. Year ended December 31, 2019 ITPS HS LLPS Total Revenue $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 Cost of revenue (exclusive of depreciation and amortization) 1,001,655 180,045 43,035 1,224,735 Segment profit 232,629 76,676 28,297 337,602 Selling, general and administrative expenses (exclusive of depreciation and amortization) 198,864 Depreciation and amortization 100,903 Impairment of goodwill and other intangible assets 349,557 Related party expense 9,501 Interest expense, net 163,449 Debt modification and extinguishment costs 1,404 Sundry expense, net 969 Other expense, net 14,429 Net loss before income taxes $ (501,474) Year ended December 31, 2018 ITPS HS LLPS Total Revenue $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 Cost of revenue (exclusive of depreciation and amortization) 1,010,320 151,877 51,206 1,213,403 Segment profit 263,327 76,138 33,354 372,819 Selling, general and administrative expenses (exclusive of depreciation and amortization) 184,908 Depreciation and amortization 138,077 Impairment of goodwill and other intangible assets 48,127 Related party expense 12,403 Interest expense, net 155,991 Debt modification and extinguishment costs 1,067 Sundry income, net (3,271) Other income, net (3,030) Net loss before income taxes $ (161,453) Year ended December 31, 2017 ITPS HS LLPS Total Revenue $ 820,677 $ 233,595 $ 91,619 $ 1,145,891 Cost of revenue (exclusive of depreciation and amortization) 619,694 152,290 55,560 827,544 Segment profit 200,983 81,305 36,059 318,347 Selling, general and administrative expenses (exclusive of depreciation and amortization) 220,955 Depreciation and amortization 98,890 Impairment of goodwill and other intangible assets 69,437 Related party expense 33,431 Interest expense, net 129,676 Debt modification and extinguishment costs 35,512 Sundry expense, net 2,295 Other income, net (1,297) Net loss before income taxes $ (270,552) The following table presents revenues by principal geographic area where the Company’s customers are located for the years ended December 31, 2019, 2018, and 2017. Years ended December 31, 2019 2018 2017 United States $ 1,286,678 $ 1,347,516 $ 1,000,827 EMEA 248,466 211,314 130,098 Other 27,193 27,392 14,966 Total Consolidated Revenue $ 1,562,337 $ 1,586,222 $ 1,145,891 |
Unaudited Quarterly Financial D
Unaudited Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2019 | |
Unaudited Quarterly Financial Data | |
Unaudited Quarterly Financial Data | 20. Unaudited Quarterly Financial Data The information for the first three quarters of fiscal 2019 and for all fiscal 2018 quarters has been restated to correct the errors described in Note 3, Restatement of Previously Issued Financial Statements . The following table presents the quarterly information for fiscal 2019 (dollars in thousands, except per share data): Q1 2019 Q2 2019 Q3 2019 Q4 2019 Revenue: ITPS $ 325,172 $ 309,840 $ 292,607 $ 306,665 HS 61,343 63,440 62,132 69,806 LLPS 17,842 17,569 18,806 17,115 Total Revenue 404,357 390,849 373,545 393,586 Cost of revenue: ITPS 259,272 249,589 241,867 250,927 HS 40,341 43,353 42,717 53,634 LLPS 10,988 10,889 10,861 10,297 Cost of revenue (exclusive of depreciation and amortization) 310,601 303,831 295,445 314,858 Selling, general and administrative expenses (exclusive of depreciation and amortization) 49,677 51,162 48,347 49,678 Depreciation and amortization 26,624 24,779 25,079 24,421 Impairment of goodwill and other intangible assets — — 97,158 252,399 Related party expense 998 5,331 1,430 1,742 Operating income (loss) 16,457 5,746 (93,914) (249,512) Other expense (income), net: Interest expense, net 39,701 39,959 40,573 43,216 Debt modification and extinguishment costs — 1,404 — — Sundry expense (income), net 2,715 (1,311) 165 (600) Other income, net 1,493 2,527 406 10,003 Net loss before income taxes (27,452) (36,833) (135,058) (302,131) Income tax (expense) benefit (4,720) (4,738) 3,769 (1,953) Net loss (32,172) (41,571) (131,289) (304,084) Cumulative dividends for Series A Preferred Stock (914) (914) (884) (597) Net loss attributable to common stockholders $ (33,086) $ (42,485) $ (132,173) $ (304,681) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 145,572,221 145,466,193 145,636,749 146,161,353 Earnings per share: Basic and diluted $ (0.23) $ (0.29) $ (0.91) $ (2.09) The following table presents the quarterly information for fiscal 2018 (dollars in thousands, except per share data): Q1 2018 Q2 2018 Q3 2018 Q4 2018 Revenue: ITPS $ 311,936 $ 330,131 $ 307,313 $ 324,267 HS 58,632 56,314 56,776 56,293 LLPS 22,599 23,937 18,941 19,083 Total Revenue 393,167 410,382 383,030 399,643 Cost of revenue: ITPS 246,042 262,066 247,021 255,191 HS 35,192 39,538 37,139 40,008 LLPS 13,663 13,563 12,525 11,455 Cost of revenue (exclusive of depreciation and amortization) 294,897 315,167 296,685 306,654 Selling, general and administrative expenses (exclusive of depreciation and amortization) 45,519 46,378 44,897 48,114 Depreciation and amortization 36,239 34,744 33,410 33,684 Impairment of goodwill and other intangible assets — — — 48,127 Related party expense 1,181 6,783 775 3,664 Operating income (loss) 15,331 7,310 7,263 (40,600) Other expense (income), net: Interest expense, net 38,676 39,229 39,087 38,999 Debt modification and extinguishment costs — — 1,067 — Sundry expense (income), net 229 (2,122) (2,283) 905 Other income, net (3,621) (907) (1,069) 2,567 Net loss before income taxes (19,953) (28,890) (29,539) (83,071) Income tax (expense) benefit (4,025) (1,619) 733 (3,442) Net loss (23,978) (30,509) (28,806) (86,513) Cumulative dividends for Series A Preferred Stock (914) (914) (914) (914) Net loss attributable to common stockholders $ (24,892) $ (31,423) $ (29,720) $ (87,427) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 147,569,383 147,688,855 147,092,936 147,773,089 Earnings per share: — Basic and diluted $ (0.17) $ (0.21) $ (0.20) $ (0.59) The restated quarterly Consolidated Balance Sheets for the first three quarters of fiscal 2019 and fiscal 2018 are presented below: Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) (Unaudited) As of March 31, 2019 As of March 31, 2018 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Assets Current assets Cash and cash equivalents $ 8,262 $ 297 $ 8,559 $ 26,882 $ 2,128 $ 29,010 c Restricted cash 4,998 (297) 4,701 12,549 (2,128) 10,421 c Accounts receivable, net 278,064 — 278,064 238,680 — 238,680 Inventories, net 16,321 — 16,321 13,519 — 13,519 Prepaid expenses and other current assets 25,330 (78) 25,252 27,520 — 27,520 c Total current assets 332,975 (78) 332,897 319,150 — 319,150 Property, plant and equipment, net 129,621 — 129,621 132,870 — 132,870 Operating lease right-of-use assets, net 100,727 — 100,727 — — — Goodwill 708,285 — 708,285 747,325 — 747,325 Intangible assets, net 397,412 (13,732) 383,680 438,929 (14,678) 424,251 b Deferred income tax assets 16,202 120 16,322 9,171 796 9,967 c Other noncurrent assets 17,667 — 17,667 18,490 — 18,490 Total assets $ 1,702,889 $ (13,690) $ 1,689,199 $ 1,665,935 $ (13,882) $ 1,652,053 Liabilities and Stockholders' Equity (Deficit) Current liabilities Accounts payables $ 90,924 $ — $ 90,924 $ 77,194 $ — $ 77,194 Related party payables 6,184 7,628 13,812 14,172 — 14,172 c Income tax payable 4,898 — 4,898 6,967 — 6,967 Accrued liabilities 63,138 41,880 105,018 31,805 38,412 70,217 a, c Accrued compensation and benefits 57,961 (2,216) 55,745 49,738 (2,459) 47,279 c Accrued interest 23,928 — 23,928 23,795 — 23,795 Customer deposits 28,410 — 28,410 36,542 — 36,542 Deferred revenue 19,966 — 19,966 15,933 — 15,933 Obligation for claim payment 46,063 — 46,063 56,554 — 56,554 Current portion of finance lease liabilities 15,961 — 15,961 14,785 — 14,785 Current portion of operating lease liabilities 27,368 — 27,368 — — — Current portion of long-term debts 32,821 — 32,821 21,170 — 21,170 Total current liabilities 417,622 47,292 464,914 348,655 35,953 384,608 Long-term debt, net of current maturities 1,336,152 — 1,336,152 1,277,029 — 1,277,029 Finance lease liabilities, net of current portion 27,231 — 27,231 26,474 — 26,474 Pension liabilities 25,514 2,216 27,730 26,081 2,459 28,540 c Deferred income tax liabilities 12,439 2 12,441 5,478 — 5,478 c Long-term income tax liabilities 3,158 — 3,158 3,470 — 3,470 Operating lease liabilities, net of current portion 78,290 — 78,290 — — — Other long-term liabilities 6,747 — 6,747 13,879 — 13,879 Total liabilities 1,907,153 49,510 1,956,663 1,701,066 38,412 1,739,478 Commitments and Contingencies Shareholders' equity (deficit) Common Stock 15 — 15 15 — 15 Preferred Stock 1 — 1 1 — 1 Additional paid-in capital 482,018 (36,566) 445,452 482,018 (36,566) 445,452 Treasury stock (10,342) — (10,342) (249) — (249) Equity-based compensation 44,529 — 44,529 35,044 — 35,044 Accumulated deficit (707,787) (26,776) (734,563) (540,041) (15,703) (555,744) Accumulated other comprehensive loss: Foreign currency translation adjustment (3,173) 142 (3,031) (462) (25) (487) Unrealized pension actuarial losses, net of tax (9,525) — (9,525) (11,457) — (11,457) Total accumulated other comprehensive loss (12,698) 142 (12,556) (11,919) (25) (11,944) Total stockholders' equity (deficit) (204,264) (63,200) (267,464) (35,131) (52,294) (87,425) Total liabilities and equity $ 1,702,889 $ (13,690) $ 1,689,199 $ 1,665,935 $ (13,882) $ 1,652,053 As of March 31, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $41.5 million to accrued liabilities at March 31, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $13.7 million of decrease to intangible assets, net at March 31, 2019. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $7.6 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $0.3 million in cash and cash equivalents and decrease of $0.3 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.2 million to Accrued compensation and benefits and an increase of $2.2 million to pension liabilities. (iii) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.4 million to accrued liabilities. As of March 31, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $38.4 million to accrued liabilities at March 31, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $14.7 million of decrease to intangible assets, net at March 31, 2018. (c) Other Misstatement Adjustments: Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $2.1 million in cash and cash equivalents and decrease of $2.1 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.5 million to Accrued compensation and benefits and an increase of $2.5 million to pension liabilities. (iii) The correction of all misstatements resulted in an increase of $0.8 million to deferred income tax assets. Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) (Unaudited) As of June 30, 2019 As of June 30, 2018 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Assets Current assets Cash and cash equivalents $ 18,449 $ (43) $ 18,406 $ 55,783 $ 1,178 $ 56,961 c Restricted cash 4,977 43 5,020 31,088 (1,178) 29,910 c Accounts receivable, net 266,660 — 266,660 262,260 — 262,260 Related party receivables 206 — 206 — — — Inventories, net 16,735 — 16,735 15,088 — 15,088 Prepaid expenses and other current assets 23,791 (78) 23,713 24,108 — 24,108 c Total current assets 330,818 (78) 330,740 388,327 — 388,327 Property, plant and equipment, net 125,018 — 125,018 135,585 — 135,585 Operating lease right-of-use assets, net 96,498 — 96,498 — — — Goodwill 708,246 — 708,246 748,708 — 748,708 Intangible assets, net 387,775 (15,771) 372,004 419,725 (14,268) 405,457 b Deferred income tax assets 16,181 120 16,301 15,280 796 16,076 c Other noncurrent assets 14,714 — 14,714 21,276 — 21,276 Total assets $ 1,679,250 $ (15,729) $ 1,663,521 $ 1,728,901 $ (13,472) $ 1,715,429 Liabilities and Stockholders' Equity (Deficit) Current liabilities Accounts payables $ 99,089 $ — $ 99,089 $ 86,304 $ — $ 86,304 Related party payables 238 11,433 11,671 11,987 5,036 17,023 c Income tax payable 2,525 — 2,525 5,385 — 5,385 Accrued liabilities 59,487 42,778 102,265 40,737 39,114 79,851 a, c Accrued compensation and benefits 52,493 (2,275) 50,218 50,905 (2,496) 48,409 c Accrued interest 48,935 — 48,935 48,885 — 48,885 Customer deposits 28,914 — 28,914 36,997 — 36,997 Deferred revenue 19,428 — 19,428 20,654 — 20,654 Obligation for claim payment 41,496 — 41,496 94,233 — 94,233 Current portion of finance lease liabilities 15,897 — 15,897 16,568 — 16,568 Current portion of operating lease liabilities 27,444 — 27,444 — — — Current portion of long-term debts 38,929 — 38,929 16,299 3,500 19,799 Total current liabilities 434,875 51,936 486,811 428,954 45,154 474,108 Long-term debt, net of current maturities 1,331,898 — 1,331,898 1,281,697 (3,500) 1,278,197 Finance lease liabilities, net of current portion 25,772 — 25,772 25,193 — 25,193 Pension liabilities 24,866 2,275 27,141 30,471 2,496 32,967 c Deferred income tax liabilities 15,896 2 15,898 5,016 — 5,016 c Long-term income tax liabilities 2,842 — 2,842 3,470 — 3,470 Operating lease liabilities, net of current portion 74,290 — 74,290 — — — Other long-term liabilities 7,882 — 7,882 16,208 — 16,208 Total liabilities 1,918,321 54,213 1,972,534 1,791,009 44,150 1,835,159 Commitments and Contingencies Shareholders' equity (deficit) Common Stock 15 — 15 15 — 15 Preferred Stock 1 — 1 1 — 1 Additional paid-in capital 482,018 (36,566) 445,452 482,018 (36,566) 445,452 Treasury stock (10,949) — (10,949) (3,728) — (3,728) Equity-based compensation 47,190 — 47,190 36,980 — 36,980 Accumulated deficit (742,616) (33,518) (776,134) (565,222) (21,031) (586,253) Accumulated other comprehensive loss: Foreign currency translation adjustment (5,461) 142 (5,319) (1,341) (25) (1,366) Unrealized pension actuarial losses, net of tax (9,269) — (9,269) (10,831) — (10,831) Total accumulated other comprehensive loss (14,730) 142 (14,588) (12,172) (25) (12,197) Total stockholders' equity (deficit) (239,071) (69,942) (309,013) (62,108) (57,622) (119,730) Total liabilities and equity $ 1,679,250 $ (15,729) $ 1,663,521 $ 1,728,901 $ (13,472) $ 1,715,429 As of June 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $42.3 million to accrued liabilities at June 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $15.8 million of decrease to intangible assets, net at June 30, 2019. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $11.4 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in a decrease of $0.04 million in cash and cash equivalents and increase of $0.04 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.3 million to Accrued compensation and benefits and an increase of $2.3 million to pension liabilities. (iii) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.5 million to accrued liabilities. As of June 30, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $39.1 million to accrued liabilities at June 30, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $14.3 million of decrease to intangible assets, net at June 30, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $5.0 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $1.2 million in cash and cash equivalents and decrease of $1.2 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.5 million to Accrued compensation and benefits and an increase of $2.5 million to pension liabilities. (iii) Reclassification of debt between current and long-term resulted in an increase of $3.5 million to current portion of long-term debts and a decrease of $3.5 million to long-term debt, net of current maturities. (iv)The correction of all misstatements resulted in an increase of $0.8 million to deferred income tax assets. Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) (Unaudited) As of September 30, 2019 As of September 30, 2018 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Assets Current assets Cash and cash equivalents $ 10,312 $ (954) $ 9,358 $ 40,692 $ 514 $ 41,206 c Restricted cash 4,913 954 5,867 8,955 (514) 8,441 c Accounts receivable, net 260,438 — 260,438 253,986 — 253,986 Related party receivables 42 — 42 — — — Inventories, net 16,996 — 16,996 16,122 — 16,122 Prepaid expenses and other current assets 22,695 (78) 22,617 26,933 — 26,933 c Total current assets 315,396 (78) 315,318 346,688 — 346,688 Property, plant and equipment, net 119,469 — 119,469 131,156 — 131,156 Operating lease right-of-use assets, net 93,352 — 93,352 — — — Goodwill 609,458 2,524 611,982 749,762 — 749,762 Intangible assets, net 374,445 (17,331) 357,114 398,280 (13,385) 384,895 b Deferred income tax assets 15,830 120 15,950 14,810 796 15,606 c Other noncurrent assets 13,557 — 13,557 21,650 — 21,650 Total assets $ 1,541,507 $ (14,765) $ 1,526,742 $ 1,662,346 $ (12,589) $ 1,649,757 Liabilities and Stockholders' Equity (Deficit) Current liabilities Accounts payables $ 93,815 $ — $ 93,815 $ 90,673 $ — $ 90,673 Related party payables 274 9,933 10,207 10,756 5,036 15,792 c Income tax payable — — — 5,422 — 5,422 Accrued liabilities 60,994 43,103 104,097 41,397 39,862 81,259 a Accrued compensation and benefits 51,819 (2,183) 49,636 54,975 (2,511) 52,464 c Accrued interest 24,602 — 24,602 23,845 — 23,845 Customer deposits 30,161 — 30,161 39,419 — 39,419 Deferred revenue 17,368 — 17,368 18,084 — 18,084 Obligation for claim payment 43,267 — 43,267 52,889 — 52,889 Current portion of finance lease liabilities 15,172 — 15,172 15,926 — 15,926 Current portion of operating lease liabilities 26,604 — 26,604 — — — Current portion of long-term debts 37,237 — 37,237 20,062 — 20,062 Total current liabilities 401,313 50,853 452,166 373,448 42,387 415,835 Long-term debt, net of current maturities 1,367,583 — 1,367,583 1,307,884 — 1,307,884 Finance lease liabilities, net of current portion 24,159 — 24,159 22,945 — 22,945 Pension liabilities 26,667 2,183 28,850 30,376 2,511 32,887 c Deferred income tax liabilities 12,677 2 12,679 2,115 — 2,115 c Long-term income tax liabilities 2,892 — 2,892 3,470 — 3,470 Operating lease liabilities, net of current portion 71,661 — 71,661 — — — Other long-term liabilities 7,866 — 7,866 15,307 — 15,307 Total liabilities 1,914,818 53,038 1,967,856 1,755,545 44,898 1,800,443 Commitments and Contingencies Shareholders' equity (deficit) Common Stock 15 — 15 15 — 15 Preferred Stock 1 — 1 1 — 1 Additional paid-in capital 482,018 (36,566) 445,452 482,018 (36,566) 445,452 Treasury stock (10,949) — (10,949) (5,148) — (5,148) Equity-based compensation 48,411 — 48,411 38,601 — 38,601 Accumulated deficit (876,043) (31,379) (907,422) (594,162) (20,896) (615,058) Accumulated other comprehensive loss: Foreign currency translation adjustment (7,786) 142 (7,644) (3,833) (25) (3,858) Unrealized pension actuarial losses, net of tax (8,978) — (8,978) (10,691) — (10,691) Total accumulated other comprehensive loss (16,764) 142 (16,622) (14,524) (25) (14,549) Total stockholders' equity (deficit) (373,311) (67,803) (441,114) (93,199) (57,487) (150,686) Total liabilities and equity $ 1,541,507 $ (14,765) $ 1,526,742 $ 1,662,346 $ (12,589) $ 1,649,757 As of September 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $43.1 million to accrued liabilities at September 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $17.3 million of decrease to intangible assets, net at September 30, 2019. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $9.9 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in a decrease of $1.0 million in cash and cash equivalents and increase of $1.0 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.2 million to Accrued compensation and benefits and an increase of $2.2 million to pension liabilities. (iii) Correction of goodwill impairment charges resulted in an increase of $2.5 million to goodwill. As of September 30, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $39.9 million to accrued liabilities at September 30, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $13.4 million of decrease to intangible assets, net at September 30, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $5.0 million to related party payables for non-accrual of expenses related to reimbursement obligations under the Consent, Waiver and Amendment incurred by Ex-Sigma 2 required to be reimbursed pursuant to the terms of the Consent, Waiver and Amendment. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $0.5 million in cash and cash equivalents and decrease of $0.5 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.5 million to Accrued compensation and benefits and an increase of $2.5 million to pension liabilities. (iii) The correction of all misstatements resulted in an increase of $0.8 million to deferred income tax assets. The restated quarterly Consolidated Statements of Operations for the first three quarters of fiscal 2019 and each of the quarterly periods in fiscal 2018 are presented below: Exela Technologies, Inc. and Subsidiaries Consolidated Statement of Operations (in thousands of United States dollars) (Unaudited) For the Three Months Ended March 31, 2019 As Previously Restatement Restatement Reported Adjustment As Restated Reference Revenue $ 403,765 $ 592 $ 404,357 c Cost of revenue (exclusive of depreciation and amortization) 306,882 3,719 310,601 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 49,949 (272) 49,677 c Depreciation and amortization 28,020 (1,396) 26,624 b Related party expense 994 4 998 c Operating loss 17,920 (1,463) 16,457 Other expense (income), net: Interest expense, net 38,899 802 39,701 a Sundry expense (income), net 2,531 184 2,715 c Other expense (income), net 1,677 (184) 1,493 c Net loss before income taxes (25,187) (2,265) (27,452) Income tax (expense) benefit (4,720) — (4,720) Net loss $ (29,907) $ (2,265) $ (32,172) Cumulative dividends for Series A Preferred Stock (914) — (914) Net loss attributable to common stockholders $ (30,821) $ (2,265) $ (33,086) For the three months ended March 31, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $0.8 million to interest expense for the three months ended March 31, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $3.1 million of increase to cost of revenue and a decrease of $1.4 million to depreciation and amortization for the three months ended March 31, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $0.6 million to revenue and an increase of $0.6 million to cost of revenue for the three months ended March 31, 2019. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction of non-accrual of legal expenses resulted in a decrease of $0.3 million to selling, general and administrative expenses. (ii) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.2 million to sundry expense (income), net and a decrease of $0.2 million to other expense (loss), net. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands of United States dollars) (Unaudited) For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Revenue $ 390,160 $ 689 $ 390,849 $ 793,924 $ 1,282 $ 795,206 c Cost of revenue (exclusive of depreciation and amortization) 298,006 5,825 303,831 604,888 9,544 614,432 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 51,564 (402) 51,162 101,513 (674) 100,839 c Depreciation and amortization 27,191 (2,412) 24,779 55,211 (3,808) 51,403 b, c Related party expense 1,055 4,276 5,331 2,049 4,280 6,329 c Operating loss 12,344 (6,598) 5,746 30,263 (8,060) 22,203 Other expense (income), net: Interest expense, net 39,132 827 39,959 78,031 1,629 79,660 a Debt modification and extinguishment costs 1,404 — 1,404 1,404 — 1,404 Sundry expense (income), net (1,493) 182 (1,311) 1,038 366 1,404 c Other expense (income), net 2,709 (182) 2,527 4,386 (366) 4,020 c Net loss before income taxes (29,408) (7,425) (36,833) (54,596) (9,689) (64,285) Income tax (expense) benefit (4,738) — (4,738) (9,458) — (9,458) Net loss $ (34,146) $ (7,425) $ (41,571) $ (64,054) $ (9,689) $ (73,743) Cumulative dividends for Series A Preferred Stock (914) — (914) (1,828) — (1,828) Net loss attributable to common stockholders $ (35,060) $ (7,425) $ (42,485) $ (65,882) $ (9,689) $ (75,571) For the three months ended June 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $0.8 million to interest expense for the three months ended June 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $4.5 million of increase to cost of revenue and a decrease of $1.7 million to depreciation and amortization for the three months ended June 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $0.7 million to revenue and an increase of $0.7 million to cost of revenue for the three months ended June 30, 2019. Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $4.3 million to related party expense. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction to reclassify legal expenses and related party expenses to appropriate quarters resulted in a net decrease of $0.4 million to selling, general and administrative expenses. (ii) Correction of ASC 842 implementation related deferred rents resulted in an increase of $0.7 million to cost of revenue. (iii) Correction of amortization related to internally developed software resulted in $0.7 million of decrease to depreciation and amortization. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.2 million to sundry expense (income), net and a decrease of $0.2 million to other expense (loss), net. For the six months ended June 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $1.6 million to interest expense for the six months ended June 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $7.6 million of increase to cost of revenue and a decrease of $3.1 million to depreciation and amortization for the six months ended June 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $1.3 million to revenue and an increase of $1.3 million to cost of revenue for the six months ended June 30, 2019. Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $4.3 million to related party expense. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction of non-accrual of legal expenses resulted in a net decrease of $0.7 million to selling, general and administrative expenses. (ii) Correction of ASC 842 implementation related deferred rents resulted in an increase of $0.7 million to cost of revenue. (iii) Correction of amortization related to internally developed software resulted in $0.7 million of decrease to depreciation and amortization. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.4 million to sundry expense (income), net and a decrease of $0.4 million to other expense (loss), net. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands of United States dollars) (Unaudited) For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Revenue $ 372,917 $ 628 $ 373,545 $ 1,166,841 $ 1,910 $ 1,168,751 c Cost of revenue (exclusive of depreciation and amortization) 291,222 4,223 295,445 896,110 13,767 909,877 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 50,372 (2,025) 48,347 151,884 (2,698) 149,186 c Depreciation and amortization 27,114 (2,035) 25,079 82,326 (5,844) 76,482 b, c Impairment of goodwill and other intangible assets 99,682 (2,524) 97,158 99,682 (2,524) 97,158 Related party expense 1,405 25 1,430 3,454 4,305 7,759 c Operating loss (96,878) 2,964 (93,914) (66,615) (5,096) (71,711) Other expense (income), net: Interest expense, net 39,747 826 40,573 117,778 2,457 120,235 a Debt modification and extinguishment costs — — — 1,404 — 1,404 Sundry expense (income), net (10) 175 165 1,028 541 1,569 c Other expense (income), net 581 (175) 406 4,965 (541) 4,424 c Net loss before income taxes (137,196) 2,138 (135,058) (191,790) (7,553) (199,343) Income tax (expense) benefit 3,769 — 3,769 (5,689) — (5,689) Net loss $ (133,427) $ 2,138 $ (131,289) $ (197,479) $ (7,553) $ (205,032) Cumulative dividends for Series A Preferred Stock (884) — (884) (2,712) — (2,712) Net loss attributable to common stockholders $ (134,311) $ 2,138 $ (132,173) $ (200,191) $ (7,553) $ (207,744) For the three months ended September 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $0.8 million to interest expense for the three months ended September 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $3.6 million of increase to cost of revenue and a decrease of $2.7 million to depreciation and amortization for the three months ended September 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $0.6 million to revenue and an increase of $0.6 million to cost of revenue for the three months ended September 30, 2019. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction to reclassify legal expenses and related party expenses to appropriate quarters resulted in a net decrease of $2.0 million to selling, general and administrative expenses. (ii) Correction to reclassify goodwill impairment charges resulted in a decrease of $2.5 million to goodwill (iii) Correction of amortization related to internally developed software resulted in $0.7 million of increase to depreciation and amortization. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.2 million to sundry expense (income), net and a decrease of $0.2 million to other expense (loss), net. For the nine months ended September 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $2.5 million to interest expense for the nine months ended September 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $11.2 million of increase to cost of revenue and a decrease of $5.8 million to depreciation and amortization for the nine months ended September 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $1.9 million to revenue and an increase of $1.9 million to cost of revenue for the nine months ended September 30, 2019. Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $4.3 million to related party expense. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction to reclassify legal expenses and related party expenses to appropriate quarters resulted in a net decrease of $2.7 million to selling, general and administrative expenses. (ii) Correction to reclassify goodwill impairment charges resulted in a decrease of $2.5 million to goodwill (iii) Correction of ASC 842 implementation related deferred rents resulted in an increase of $0.7 million to cost of revenue. (iv) Correction to reclassify foreign exchange transact |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events. | |
Subsequent Events | 21. Subsequent Events The Company performed its subsequent event procedures through June 8, 2020, the date these consolidated financial statements were made available for issuance. Receivables Securitization Facility On January 10, 2020, certain subsidiaries of the Company entered into a $160.0 million accounts receivable securitization facility (the “A/R Facility”) with a five year term. In the A/R Facility, (i) Exela Receivables 1, LLC (the “A/R Borrower”), a wholly-owned indirect subsidiary of the Company, entered into a Loan and Security Agreement (the “A/R Loan Agreement”), dated as of January 10, 2020, with TPG Specialty Lending, Inc., as administrative agent (the “A/R Administrative Agent”), PNC Bank National Association, as LC Bank (the “LC Bank”), the lenders (each, an “A/R Lender” and collectively the “A/R Lenders”) and the Company, as initial servicer, pursuant to which the A/R Lenders will make loans (the “Loan”) to the A/R Borrower to be used to purchase certain receivables and related assets from its sole member, Exela Receivables Holdco, LLC (the “Parent SPE”), a wholly-owned indirect subsidiary of the Company, (ii) sixteen other indirect, wholly-owned U.S. subsidiaries of the Company (collectively, the “Originators”) sold or contributed and will sell or contribute to the Parent SPE certain receivables and related assets in consideration for a combination of cash, equity in the Parent SPE and/or letters of credit issued by the LC Bank to the Originators; and (iii) the Parent SPE has sold or contributed and will sell or contribute to the Borrower certain receivables and related assets in consideration for a combination of cash, equity in the A/R Borrower and/or letters of credit issued by the LC Bank to the beneficiaries elected by Parent SPE. The Company, the Parent SPE, the A/R Borrower and the Originators provide customary representations and covenants pursuant to the agreements entered into in connection with the A/R Facility. The A/R Loan Agreement provides for certain events of default upon the occurrence of which the A/R Administrative Agent may declare the A/R Facility’s termination date to have occurred and declare the outstanding Loan and all other obligations of the A/R Borrower to be immediately due and payable. The Company used the proceeds of the initial borrowings to repay outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. Pursuant to the A/R Loan Agreement, each of Company, the A/R Borrower, the Parent SPE and the Originators (the “Exela Parties”) is prohibited from amending or modifying any Existing Secured Debt Documents (as defined in the A/R Loan Agreement) if such amendment or modification could: (i) by its terms cause any Exela Party to be unable to perform its obligations under Transaction Documents (as defined in the A/R Loan Agreement), (ii) cause any inaccuracy or breach of any representation, warranty, or covenant of any Exela Party, (iii) could subject any existing or subsequently arising Collateral to an Adverse Claim (each as defined in the A/R Loan Agreement), or (iv) adversely affect any rights or remedies of the Lenders, the LC Bank and the A/R Administrative Agent under the A/R Facility. The A/R Borrower and Parent SPE were formed in December 2019, and are consolidated into the Company’s financial statements even though they had no material assets or operations during the year end December 31, 2019. The A/R Borrower and Parent SPE are bankruptcy remote entities and as such their assets are not available to creditors of the Company or any of its subsidiaries. Since January 10, 2020, the parties have amended and waived the A/R Facility several times to address contractually, the occurrence of certain events, including among other things, the delay in delivery of these Financial Statements, financial statements for the quarter ended March 31, 2020, and the Initial Servicer’s liquidity (as defined in the A/R Facility) falling below $60.0 million. Sale of SourceHOV Tax, LLC On March 16, 2020, the Company and its indirect wholly owned subsidiaries, Merco Holdings, LLC and SourceHOV Tax, LLC entered into a Membership Interest Purchase Agreement with Gainline Source Intermediate Holdings LLC at which time Gainline Source Intermediate Holdings LLC acquired all of the outstanding membership interests of SourceHov Tax for $40.0 million, subject to adjustment as set forth in the purchase agreement of approximately $2.0 million. Impact of COVID-19 In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease ("COVID-19") a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The Company is dependent on its workforce to deliver its solutions and services. Developments such as social distancing and stay-at-home orders from various jurisdictions may impact the Company’s ability to deploy its workforce effectively. Additionally, COVID-19 has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces, suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. While expected to be temporary, prolonged workforce disruptions may negatively impact sales in fiscal year 2020 and the Company’s overall liquidity. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its impact on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate adverse effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. Amendment to Credit Agreement Under the terms of each of the Credit Agreement, the Company was required to deliver to the lenders the December 31, 2019 audited financial statements by April 14, 2020, which the Company failed to do. On May 18, 2020, the Company amended the Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. Pursuant to the amendment, the Company also amended the Credit Agreement to, among other things: restrict the borrower and its subsidiaries’ ability to designate or invest in unrestricted subsidiaries; incur certain debt; create certain liens; make certain investments; pay certain dividends or other distributions on account of its equity interests; make certain asset sales or other dispositions (or utilize the proceeds of certain asset sales to reinvest in the business); or enter into certain affiliate transactions pursuant to the negative covenants under the Credit Agreement. Further, pursuant to the amendment, the borrower under the Credit Agreement is also required to maintain a minimum Liquidity (as defined in the amendment) of $35.0 million. In the event the Company delivers the annual and quarterly financial statements described above within the time frames stated within such agreements (which the Company believes it has now satisfied with respect to the annual financial statements, but not with respect quarterly financial statements), the Company will, upon delivery of such financial statements, be in compliance with the Credit Agreement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The Novitex Business Combination has been accounted for as a reverse merger in accordance with U.S. GAAP. For accounting purposes, SourceHOV was deemed to be the accounting acquirer, Quinpario was the legal acquirer, and Novitex is considered the acquired company. In conjunction with the Novitex Business Combination, outstanding shares of SourceHOV were converted into the right to receive Common Stock of the Company, par value $0.0001 per share, shown as a recapitalization, and the net assets of Quinpario were acquired at historical cost, with no goodwill or other intangible assets recorded. Quinpario’s assets and liabilities, which include net cash from the trust of $27.0 million and accrued fees payable of $4.8 million, and results of operations are consolidated with SourceHOV beginning on the Closing. The shares and corresponding capital amounts and earnings per share available to holders of the Company’s Common Stock, prior to the Novitex Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Novitex Business Combination. The presented financial information for the year ended December 31, 2017 includes the financial information and activities for SourceHOV for the period January 1, 2017 to December 31, 2017 (365 days) as well as the financial information and activities of Novitex for the period July 13, 2017 to December 31, 2017 (172 days). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Company’s variable interest in Ex-Sigma: The HGM Group and other former SourceHOV equity holders formed Ex-Sigma LLC (the “Ex-Sigma”) and its wholly-owned subsidiary, Ex-Sigma 2 LLC (the “Ex-Sigma 2”), to hold the Exela shares to be issued to SourceHOV as merger consideration upon the closing of the Novitex Business Combination and to invest in Exela immediately prior to the closing. Ex-Sigma 2 secured additional PIPE financing in the form of a $55.8 million loan (the “Margin Loan”) that was used to purchase additional common and preferred shares from the Company to help meet the minimum cash requirements needed to close the Novitex Business Combination. As a result of these transactions, the Company issued 84,912,500 shares of Common Stock to Ex-Sigma 2 at the closing, which represented approximately 54.9% ownership in the Company at that time and were pledged as collateral for the Margin Loan. The Company determined that Ex-Sigma was a variable interest entity and that the Company had a variable interest in Ex-Sigma through an expense reimbursement arrangement related to the Margin Loan and contained in the Consent, Waiver and Amendment dated June 15, 2017 by and among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., Novitex, Novitex Parent, L.P., Ex-Sigma, HOVS LLC and HandsOnFund 4 I, LLC, amending the Novitex Business Combination Agreement (the “Consent, Waiver and Amendment”). The Consent, Waiver and Amendment provided among other things for the Company to reimburse Ex-Sigma for costs and fees related to the maintenance of the Margin Loan, other than payments of principal, interest and original issue discount. The Company was not the primary beneficiary because the Company did not have the power to direct the activities that most significantly impacted the economic performance of Ex-Sigma. Accordingly, the Company did not consolidate the financial statements of Ex-Sigma and did not have any assets or liabilities related to Ex-Sigma and the Company did not have an investment in Ex-Sigma. The Company reaffirmed its assessment as of June 8, 2020. Ex-Sigma 2 paid off the balance of the Margin Loan as of December 31, 2019, and as such the maximum exposure to loss as a result of the Company’s involvement with Ex-Sigma is $0. Ex-Sigma 2 distributed the shares held by it during the first quarter of 2020 and is no longer a shareholder of Exela. Ex-Sigma and Ex-Sigma 2 ceased to be variable interest entities upon the distribution that occurred on February 21, 2020. |
Use of Estimates in Preparation of the Financial Statements | Use of Estimates in Preparation of the Financial Statements Estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition for multiple element arrangements, allowance for doubtful accounts, income taxes, depreciation, amortization, employee benefits, equity-based compensation, contingencies, goodwill, intangible assets, right of use assets and obligation, pension obligations, pension assets, fair value of assets and liabilities acquired in acquisitions, and asset and liability valuations. The Company regularly assesses these estimates and records changes in estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Going Concern | Going Concern Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Substantial Doubt Raised In performing the first step of the evaluation, we concluded that the following conditions raised substantial doubt about our ability to continue as a going concern: · history of net losses of $509.1 million and $169.8 million for the years ended December 31, 2019 and December 31, 2018, respectively, including goodwill and other intangible asset impairment of $349.6 million, for the year ended December 31, 2019 and $48.1 million for the year ended December 31, 2018; · net operating cash outflow of $63.9 million in 2019 and inflow of $23.6 million in 2018; · working capital deficits of $147.1 million as of December 31, 2019 and $123.5 million as of December 31, 2018; · significant cash payments for interest on our long-term debt of $144.5 million in 2019 and a similar amount expected in 2020; · a liability incurred of $56.4 million for Appraisal Action (as described further in Note 14); · a requirement that the Company maintain a minimum of · an accumulated deficit of $1,211.5 million. Furthermore, under the terms of each of the First Lien Credit Agreement, dated as of July 12, 2017, as amended and restated as of July 13, 2018 and as further amended and restated as of April 16, 2019 (the “Credit Agreement”), and the Indenture and First Supplemental Indenture (collectively, the “Indenture”), dated July 12, 2017, the Company was required to deliver to lender the December 31, 2019 audited financial statements by April 14, 2020, which the Company failed to do. Such failure was an event of default under the Credit Agreement if not cured within 30 days of receiving a notice of default. The Company received such notice on April 15, 2020. Additionally, under the terms of the A/R Facility (as described in Note 21), the Company was required to furnish to each lender the December 31, 2019 audited financial statements by May 11, 2020, which the Company failed to do. In May 2020, both the Credit Agreement and the A/R Facility were amended. Refer to Consideration of Management’s Plans section below. Consideration of Management’s Plans In performing the second step of this assessment, we are required to evaluate whether it is probable that our plans will be effectively implemented within one year after the financial statements are issued and whether it is probable those plans will alleviate the substantial doubt about our ability to continue as a going concern. As of June 5, 2020, the Company had $94.1 million in available cash and an additional source of liquidity of $13.4 million from the borrowing facilities. The Company has undertaken the following plans to improve our available cash balances, liquidity and cash flows generated from operations, over the twelve-month period from the date the financial statements are issued, as follows: · On January 10, 2020, certain subsidiaries of the Company entered into a $160.0 million A/R Facility with a five-year term. The Company used the proceeds of the initial borrowings to repay outstanding revolving borrowings under the Company’s senior credit facility and to provide additional liquidity and funding for the ongoing business needs of the Company and its subsidiaries. As of June 8, 2020, the Company has fully drawn on the remaining availability under the A/R Facility. Additionally, the A/R Facility agreement includes a requirement that the Company maintain a minimum of $40.0 million in liquidity, at all times, to not be considered in default. · On March 16, 2020, the Company and its indirect wholly owned subsidiaries, Merco Holdings, LLC and SourceHOV Tax, LLC entered into a Membership Interest Purchase Agreement with Gainline Source Intermediate Holdings LLC at which time Gainline Source Intermediate Holdings LLC acquired all of the outstanding membership interests of SourceHov Tax for $40.0 million, subject to adjustment as set forth in the purchase agreement of approximately $2.0 million. · On March 23, 2020, in response to the potential impact of the COVID-19 pandemic, the Company implemented a temporary freeze on increases to base salaries and wages unless where contractually mandated. Additionally, in connection with the incentive program administered by the Company for hourly, non-exempt employees, a new maximum was put in place to limit the amount of incentives that could be earned in any given two (2) week pay period. Although the Company expects these to be short-term actions, it expects these actions will result in a cash savings to the Company of approximately $23.4 million on an annual basis. · On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The refundable payroll tax credits and deferment of employer side social security payments provisions of the CARES Act will benefit Company’s liquidity by approximately $29.0 million. · On May 18, 2020, the Company amended the Credit Agreement to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. Further, pursuant to the amendment, the borrower under the Credit Agreement is also required to maintain a minimum liquidity of $35.0 million. Refer to Note 11 - Long-Term Debt and Credit Facilities for additional discussion . · On May 21, 2020, the Company also amended the A/R Facility to, among other things, extend the time for delivery of its audited financial statements for the year ended December 31, 2019 and its financial statements for the quarter ended March 31, 2020. Refer to Note 21 – Subsequent Events for additional discussion . Management Assessment of Ability to Continue as a Going Concern The Company has a history of negative trends in its financial condition and operating results as well as recent noncompliance with covenants with its respective lenders. However, despite these conditions, the Company believes management’s plans, as described fully above, will provide sufficient liquidity to meet its financial obligations and further, maintain levels of liquidity as specifically required under the Credit Agreement and the A/R Facility. Therefore, management concluded these plans alleviate the substantial doubt that was raised about our ability to continue as a going concern for at least twelve months from the date that the financial statements were issued. Future Plans and Considerations Our plans to further enhance liquidity, which were not considered for the purposes of our assessment of whether substantial doubt is alleviated, include the potential sale of certain non-core assets that are not central to the Company’s long-term strategic vision, and any potential action with respect to these operations would be intended to allow the Company to better focus on its core businesses. The Company has retained financial advisors to assist with the sale of select assets. The Company expects to use the potential net proceeds from this initiative for the paydown of debt. Our plans are subject to inherent risks and uncertainties, which become significantly magnified when the effects of the current pandemic and related financial crisis are included in the assessment. Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. |
Segment Reporting | Segment Reporting The Company consists of the following three segments: 1. Information & Transaction Processing Solutions (“ITPS”). ITPS provides industry-specific solutions for banking and financial services, including lending solutions for mortgages and auto loans, and banking solutions for clearing, anti-money laundering, sanctions, and interbank cross-border settlement; property and casualty insurance solutions for origination, enrollments, claims processing, and benefits administration communications; public sector solutions for income tax processing, benefits administration, and record management; multi-industry solutions for payment processing and reconciliation, integrated receivables and payables management, document logistics and location services, records management and electronic storage of data, documents; and software, hardware, professional services and maintenance related to information and transaction processing automation, among others. 2. Healthcare Solutions (“HS”). HS offerings include revenue cycle solutions, integrated accounts payable and accounts receivable, and information management for both the healthcare payer and provider markets. Payer service offerings include claims processing, claims adjudication and auditing services, enrollment processing and policy management, and scheduling and prescription management. Provider service offerings include medical coding and insurance claim generation, underpayment audit and recovery, and medical records management. 3. Legal and Loss Prevention Services (“LLPS”). LLPS solutions include processing of legal claims for class action and mass action settlement administrations, involving project management support, notification and outreach to claimants, collection, analysis and distribution of settlement funds. Additionally, LLPS provides data and analytical services in the context of litigation consulting, economic and statistical analysis, expert witness services, and revenue recovery services for delinquent accounts receivable. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments with original maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. The Company holds cash and cash equivalents at major financial institutions, which often exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to bank depository concentration. Certificates of deposit and fixed deposits whose original maturity is greater than three months and one year or less are classified as short-term investments, and certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assets in the consolidated balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appear in the investing section of the consolidated statements of cash flows. |
Restricted Cash | Restricted Cash As part of the Company's legal claims processing service, the Company holds cash for various settlement funds once the fund is in the wind down stage and claims have been paid. The cash is used to pay tax obligations and other liabilities of the settlement funds. The Company has recorded a liability for the settlement funds received, which is included in Obligation for claim payment in the consolidated balance sheets, of $39.1 million and $56.0 million at December 31, 2019 and 2018, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoice amount less an estimate made for doubtful accounts. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Company specifically analyzes accounts receivable and historical bad debts, customer credit-worthiness, current economic trends, and changes in customer payment terms and collection trends when evaluating the adequacy of its allowance for doubtful accounts. The Company writes off accounts receivable balances against the allowance for doubtful accounts, net of any amounts recorded in deferred revenue, when it becomes probable that the receivable will not be collected. |
Inventories | Inventories Inventories are valued at the lower of cost and net realizable value method and include the cost of raw materials, labor, and purchased subassemblies. Cost is determined using the weighted average method. Net inventories as of December 31, 2019 and 2018 were $19.0 million and $16.2 million, respectively. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method (which approximates the use of the assets) over the estimated useful lives of the assets. When these assets are sold or otherwise disposed of, the asset and related depreciation is relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. Repair and maintenance costs are expensed as incurred. |
Intangible Assets | Intangible Assets Customer Relationships Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 to 16 years depending on facts and circumstances. These intangible assets are primarily amortized based on undiscounted cash flows. The Company evaluates the remaining useful life of intangible assets on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life. Trade Names The Company has determined that its trade name intangible assets are indefinite-lived assets and therefore are not subject to amortization. Trade names are tested for impairment as per the Company’s policy for impairment of indefinite-lived assets. Trademarks The Company has determined that its trademark intangible assets resulting from acquisitions are definite-lived assets and therefore are subject to amortization. The Company amortizes such trademarks on a straight-line basis over the estimated useful life, which is typically one year. Developed Technology The Company has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Company in providing solutions to customers and is recorded as an intangible asset. The Company amortizes developed technology on a straight-line basis over the estimated useful life, which is typically 5 to 8.5 years. Capitalized Software Costs The Company capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed , and the Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles—Goodwill and Other— Internal-Use Software . Significant estimates and assumptions include determining the appropriate period over which to amortize the capitalized costs based on estimated useful lives and estimating the marketability of the commercial software products and related future revenues. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful life, which is typically 3 to 5 years. Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight-line basis over the estimated contract term. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment activities and can be separated into two principal categories: contract commissions and set-up/fulfillment costs. Contract fulfillment costs are capitalized only if they are directly attributable to a specifically anticipated future contract; represent the enhancement of resources that will be used in satisfying a future performance obligation (the services under the anticipated contract); and are expected to be recovered. Non-compete Agreements The Company acquired certain non-compete agreements in connection with the Novitex Business Combination. These were related to four Novitex executives that were terminated following the acquisition. As of December 31, 2019 these agreements were fully amortized. Assembled Workforce The Company acquired an assembled workforce in an asset purchase transaction in the fourth quarter of 2018. The Company recognized an intangible asset for the acquired assembled workforce and amortizes the asset on a straight-line basis over the estimated useful life of four years . |
Impairment of Indefinite-Lived Assets | Impairment of Indefinite-Lived Assets The Company conducts its annual indefinite-lived assets impairment tests on October 1st of each year for its indefinite-lived assets, or more frequently if indicators of impairment exist. When performing the impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. A quantitative assessment requires comparison of fair value of the asset to its carrying value. If carrying value of the indefinite-lived assets exceeds fair value, the Company recognizes an impairment loss by an amount which is equal to the excess of carrying value over fair value. The Company utilizes the Income Approach, specifically the Relief-from-Royalty method, which has the basic tenet that a user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of trade names. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including finite-lived trade names, trademarks, customer relationships, developed technology, capitalized software costs, outsourced contract costs, acquired software, workforce, and property, plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows based in part on the financial results and the expectation of future performance. The Company did not record any material impairment related to its property, plant, and equipment, customer relationships, trademarks, developed technology, capitalized software, or outsourced contract costs for the years ended December 31, 2019, 2018, and 2017. |
Goodwill | Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company's reporting units are at the operating segment level, which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Company conducts its annual goodwill impairment tests on October 1st of each year, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. If a qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would be required to perform a quantitative impairment analysis for goodwill. The quantitative analysis requires a comparison of fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company uses a combination of the Guideline Public Company Method of the Market Approach and the Discounted Cash Flow Method of the Income Approach to determine the reporting unit fair value. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of goodwill. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities As required by ASC 815— Derivatives and Hedging , the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company's objective in using interest rate derivatives is to manage its exposure to variable interest rates related to its term loan under the Credit Agreement. In order to accomplish this objective, in November 2017, the Company entered into a three year, one-month LIBOR interest rate contract with a notional amount of $347.8 million. The contract will mitigate the variable interest rate risk related to the LIBOR with a fixed interest rate paid semi-annually starting January 12, 2018. The following table summarizes the Company’s interest rate swap positions as of December 31, 2019: December 31, 2019 Effective Maturity (In Millions) Weighted Average date date Notional Amount Interest Rate 1/12/2018 1/12/2021 $ 328.1 1.9275 % The interest rate swap, which is used to manage the Company's exposure to interest rate movements and other identified risks, was not designated as a hedge. As such, the change in the fair value of the derivative is recorded directly in other income (expense), net. Other income (expense), net includes a loss of $4.3 million and a gain of $2.5 million related to the change in fair value of the interest rate swap for the years ended December 31, 2019 and 2018, respectively. |
Benefit Plan Accruals | Benefit Plan Accruals The Company has defined benefit plans in the U.K and Germany, under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Company records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. |
Leases | Leases The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company's consolidated balance sheet. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company's consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date, and exclude lease incentives. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are not recorded on the balance sheet. Finance lease ROU assets are amortized over the lease term or the useful life of the asset, whichever is shorter. The amortization of finance lease ROU assets is recorded in depreciation expense in the consolidated statements of operations. For operating leases, we recognize expense for lease payments on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all equity-classified awards under stock-based compensation plans at their “fair value.” This fair value is measured at the fair value of the awards at the grant date and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the awards on the grant date is determined using the stock price on the respective grand date in the case of restricted stock units and using an option pricing model in the case of stock options. The expense resulting from share-based payments is recorded in Selling, general and administrative expense in the accompanying consolidated statements of operations. |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers . A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of our material sources of revenue are derived from contracts with customers, primarily relating to the provision of business and transaction processing services within each of our segments. We do not have any significant extended payment terms, as payment is received shortly after goods are delivered or services are provided. Nature of Services Our primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. Our promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. We allocate the variable fees to the single performance obligation charged to the distinct service period in which we have the contractual right to bill under the contract. Disaggregation of Revenues The following tables disaggregate revenue from contracts by geographic region and by segment for the years ended December 31, 2019, 2018, and 2017: Years Ended December 31, 2019 2018 2017 ITPS HS LLPS Total ITPS HS LLPS Total ITPS HS LLPS Total U.S.A. $ 958,625 $ 256,721 $ 71,332 $ 1,286,678 $ 1,034,941 $ 228,015 $ 84,560 $ 1,347,516 $ 675,613 $ 233,595 $ 91,619 $ 1,000,827 EMEA 248,466 — — 248,466 211,314 — — 211,314 130,098 — — 130,098 Other 27,193 — — 27,193 27,392 — — 27,392 14,966 — — 14,966 Total $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 $ 820,677 $ 233,595 $ 91,619 $ 1,145,891 Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2019 and 2018: December 31, December 31, Accounts receivable, net $ 261,400 $ 270,812 Deferred revenues 16,621 16,940 Customer deposits 27,765 34,235 Costs to obtain and fulfill a contract 4,977 6,623 Accounts receivable, net includes $34.1 million and $39.5 million as of December 31, 2019 and 2018, respectively, representing amounts not billed to customers. We have accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers. Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where we received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. We recognized revenue of $14.4 million during the year ended December 31, 2019 that had been deferred as of December 31, 2018. Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight-line basis over the estimated benefit period . We recognized $2.9 million and $3.1 million of amortization for these costs in 2019 and 2018, respectively, within depreciation and amortization expense. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment and can be separated into two principal categories: contract commissions and fulfillment costs. Applying the practical expedient in ASC 340-40-25-4, we recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less. These costs are included in Selling, general and administrative expenses. The effect of applying this practical expedient was not material. Customer deposits consist primarily of amounts received from customers in advance for postage. The majority of the amounts recorded as of December 31, 2018, and received throughout 2019, were used to pay for postage with the corresponding postage revenue being recognized during the year ended December 31, 2019. Performance Obligations At the inception of each contract, we assess the goods and services promised in our contracts and identify each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we estimate our expected costs of satisfying a performance obligation and add an appropriate margin for that distinct good or service. We also use the adjusted market approach whereby we estimate the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, we consider the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of our software implementation performance obligations are satisfied at a point in time, typically when customer acceptance is obtained. When evaluating the transaction price, we analyze, on a contract-by-contract basis, all applicable variable consideration. The nature of our contracts give rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We do not anticipate significant changes to our estimates of variable consideration. We include reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue. Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under ASC 606, we did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of our contracts. We have certain non-cancellable contracts where we receive a fixed monthly fee in exchange for a series of distinct services that are substantially the same and have the same pattern of transfer over time, with the corresponding remaining performance obligations as of December 31, 2019 in each of the future periods below: Estimated Remaining Fixed Consideration for Unsatisfied 2020 $ 50,664 2021 38,586 2022 32,814 2023 27,408 2024 26,452 2025 and thereafter 27,141 Total $ 203,065 |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs expensed for the years ended December 31, 2019, 2018, and 2017 were $1.7 million, $2.0 million, and $2.3 million, respectively. |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2019, 2018, and 2017, were $1.1 million, $0.9 million, and $0.7 million, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes by using the asset and liability method. The Company accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to uncertain tax positions in income tax benefit/(expense) in the consolidated statements of operations. Deferred income taxes are recognized on the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as determined under tax laws and rates. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. Due to numerous ownership changes, the Company is subject to limitations on existing net operating losses under Section 382 of the Internal Revenue Code (the “Code”). Accordingly, valuation allowances have been established against a portion of the net operating losses to reflect estimated Section 382 limitations. The Company also considered the realizability of net operating losses not limited by Section 382. The Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets are more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are likely to be realized. Therefore, partial valuation allowances were established against a portion of the Company’s deferred tax assets. In the event the Company determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the net deferred tax assets would be recognized as a component of income tax expense through continuing operations. The Company engages in transactions (i.e. acquisitions) in which the tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Therefore, judgment is required by the Company in assessing and estimating the tax consequences of these transactions. While the Company’s tax returns are prepared and based on the Company’s interpretation of tax laws and regulations, in the normal course of business the tax returns are subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional tax, interest and penalties. For purposes of the Company’s income tax provision, a tax benefit is not recognized if the tax position is not more likely than not to be sustained based solely on its technical merits. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Refer to Note 12 - Income Taxes for further information. |
Loss Contingencies | Loss Contingencies The Company reviews the status of each significant matter, if any, and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to loss contingencies, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to its pending claims and litigation, and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position of the Company. The Company’s liabilities exclude any estimates for legal costs not yet incurred associated with handling these matters. |
Operations | Operations A portion of the Company’s labor and operations is situated outside of the United States in India and other locations. The carrying value of long-lived assets that are situated outside of the United States is approximately $33.7 million and $34.4 million as of December 31, 2019 and 2018, respectively |
Foreign Currency Translation | Foreign Currency Translation The functional currency for the Company’s production operations located in India, Philippines, China, and Mexico is the United States dollar. Included in other expense as Sundry expense (income), net in the consolidated statements of operations are net exchange gains of $0.5 million and $1.2 million for the years ended December 31, 2019 and 2018, respectively, and a loss of $1.4 million for the year ended December 31, 2017. The Company has determined all other international subsidiaries’ functional currency is the local currency. These assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. |
Beneficial Conversion Feature | Beneficial Conversion Feature The Company's Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) contains a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of Common Stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of Common Stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. As a result of the occurrence of events meeting the definition of a “Fundamental Change” as defined in the Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock of the Company during the period, the Company recognized the entire dividend equivalent of $16.4 million as of December 31, 2017. There was no dividend equivalent recognized in 2018 and 2019. |
Net Loss per Share | Net Loss per Share Earnings per share (“EPS”) is computed by dividing net loss available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock, using the more dilutive of the two-class method or if-converted method in periods of earnings. The two class method is an earnings allocation method that determines earnings per share for Common Stock and participating securities. As the Company experienced net losses for the periods presented, the impact of participating Series A Preferred Stock was calculated based on the “if-converted” method. Diluted EPS excludes all dilutive potential of shares of Common Stock if their effect is anti-dilutive. For the year ended December 31, 2019 shares of the Company’s Series A Preferred Stock, if converted would have resulted in an additional 5,250,129 shares of Common Stock outstanding, but were not included in the computation of diluted loss per share as their effects were anti-dilutive. The Company has not included the effect of 35,000,000 warrants sold in the Quinpario Initial Public Offering (“IPO”) and the effect of the aggregate number of shares issuable pursuant to outstanding restricted stock units and options of 5,247,005, 4,463,597, and 4,590,520, respectively in the calculation of diluted loss per share for the years ended December 31, 2019, 2018 and 2017 as their effects were anti-dilutive. The components of basic and diluted EPS are as follows: Year Ended December 31, 2019 2018 2017 Net loss attributable to common stockholders (A) $ (512,425) $ (173,461) $ (228,348) Weighted average common shares outstanding - basic and diluted (B) 145,718,936 147,773,089 104,914,382 Loss Per Share: Basic and diluted (A/B) $ (3.52) $ (1.17) $ (2.18) The weighted average common shares outstanding - basic and diluted, in the table above, are excluding in each case the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action (the “Appraisal Shares”). |
Business Combinations | Business Combinations The Company includes the results of operations of the businesses acquired as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. |
Fair Value Measurements | Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Refer to Note 15 — Fair Value Measurement for further discussion. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company maintains its cash and cash equivalents and certain other financial instruments with highly rated financial institutions and limits the amount of credit exposure with any one financial institution. From time to time, the Company assesses the credit worthiness of its customers. Credit risk on trade receivables is minimized because of the large number of entities comprising the Company’s client base and their dispersion across many industries and geographic areas. The Company generally has not experienced any material losses related to receivables from any individual customer or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable, net. The Company does not have any significant customers that account for 10% or more of the total consolidated revenues. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) no. 2016-02, Leases (ASC 842). This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted this guidance effective January 1, 2019, under the modified retrospective transition method provided by ASU 2018-11 with the following practical expedients below · Not to record leases with an initial term of 12 months or less on the balance sheet; and · Not to reassess the (1) definition of a lease, (2) lease classification, and (3) initial direct costs for existing leases during transition. The adoption had a material impact on the Company's unaudited consolidated balance sheets, but did not have a material impact on the Company's unaudited consolidated income statements and unaudited consolidated statements of cash flows. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while the Company's accounting for finance leases remained substantially unchanged. Effective January 1, 2019, the Company adopted ASU no. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this ASU addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this ASU addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity , because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The adoption had no impact on the Company's financial position, results of operations, and cash flows for the year ended December 31, 2019. Effective January 1, 2019, the Company adopted ASU no. 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU better align the risk management activities and financial reporting for these hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The adoption had no impact on the Company's financial position, results of operations, and cash flows for the year ended December 31, 2019. Effective January 1, 2019, the Company adopted ASU no. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . The amendments in this ASU address a narrow-scope financial reporting issue related to the tax effects that may become “stranded” in accumulated other comprehensive income (“AOCI”) as a result of the Tax Cuts and Jobs Act (“TCJA”). A n entity may elect to reclassify the income tax effects of the TCJA on items within AOCI to retained earnings. The adoption had no impact on the Company's financial position, results of operations, and cash flows for the year ended December 31, 2019. Effective January 1, 2019, the Company adopted ASU no. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting to amend the accounting for share-based payment awards issued to nonemployees. Under the revised guidance, the accounting for awards issued to nonemployees will be similar to the model for employee awards, except the ASU allows an entity to elect on an award-by-award basis to use the contractual term as the expected term assumption in the option pricing model, and the cost of the grant is recognized in the same period(s) and in the same manner as if the grantor had paid cash. The adoption had no impact on the Company's financial position, results of operations, and cash flows for the year ended December 31, 2019. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) no. 2014-09, Revenue from Contracts with Customers (ASC 606). Under ASU 2014-09, revenue is recognized based on a five-step model. The core principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this standard using the modified retrospective approach applied to those contracts that were not completed as of January 1, 2018. The results for the reporting period beginning after January 1, 2018 are presented in accordance with the new standard, although historical information has not been restated and continues to be reported under the accounting standards and policies in effect for those periods. The adoption of ASC 606 had a material impact on the Company's financial position, results of operations and cash flows as of or for the period ended December 31, 2018, primarily due to the change in contract costs capitalization criteria. However, we expect the impact of the adoption of the new standard will be immaterial to our results of operations on an ongoing basis. The cumulative effect of accounting change recognized was $12.8 million recorded as an increase to beginning balance of accumulated deficit. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU no. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company will be required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The ASU is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Adoption of the standard will be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements. In August 2018, the FASB issued ASU no. 2018-13, Fair Value Measurement (Topic 82 0); which changes the fair value measurement disclosure requirements of ASC 820. The amendments in this ASU are the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting. The FASB used the guidance in the Concepts Statement to improve the effectiveness of ASC 820’s disclosure requirements. The objective of the disclosure requirements in this subtopic is to provide users of financial statements with information about assets and liabilities measured at fair value in the statement of financial position or disclosed in the notes to financial statements. The ASU includes but is not limited to the valuation techniques and inputs that a reporting entity uses to arrive at its measures of fair value, including judgments and assumptions that the entity makes, the uncertainty in the fair value measurements as of the reporting date, and how changes in fair value measurements affect an entity’s performance and cash flows. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements. In August 2018, the FASB issued ASU no. 2018-15, Intangibles, Goodwill, and Other - Internal Use Software (Subtopic 350-40): Customer's accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements. In November 2019, the FASB issued ASU no. 2019-08, Codification Improvements — Share-Based Consideration Payable to a Customer . This ASU clarifies the accounting for share-based payments issued as consideration payable to a customer in accordance with ASC 606. Under the ASU, entities apply the guidance in ASC 718 to measure and classify share-based payments issued to a customer that are not in exchange for a distinct good or service (i.e., share-based sales incentives). Accordingly, entities use a fair-value-based measure to calculate such incentives on the grant date, which is the date on which the grantor (the entity) and the grantee (the customer) reach a mutual understanding of the key terms and conditions of the share-based consideration. The result is reflected as a reduction of revenue in accordance with the guidance in ASC 606 on consideration payable to a customer. After initial recognition, the measurement and classification of the share-based sales incentives continue to be subject to ASC 718 unless (1) the award is subsequently modified when vested and (2) the grantee is no longer a customer. The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements. In December 2019, the FASB issued ASU no. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes, for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. It also clarifies certain aspects of the existing guidance to promote more consistent application, among other things. The ASU is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption is permitted. The Company is currently in the early stages of evaluating the impact that adopting this standard will have on the consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of interest rate swap positions | December 31, 2019 Effective Maturity (In Millions) Weighted Average date date Notional Amount Interest Rate 1/12/2018 1/12/2021 $ 328.1 1.9275 % |
Schedule of disaggregated revenue from contracts by geographic region and by segment | Years Ended December 31, 2019 2018 2017 ITPS HS LLPS Total ITPS HS LLPS Total ITPS HS LLPS Total U.S.A. $ 958,625 $ 256,721 $ 71,332 $ 1,286,678 $ 1,034,941 $ 228,015 $ 84,560 $ 1,347,516 $ 675,613 $ 233,595 $ 91,619 $ 1,000,827 EMEA 248,466 — — 248,466 211,314 — — 211,314 130,098 — — 130,098 Other 27,193 — — 27,193 27,392 — — 27,392 14,966 — — 14,966 Total $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 $ 820,677 $ 233,595 $ 91,619 $ 1,145,891 |
Schedule of contract balances | December 31, December 31, Accounts receivable, net $ 261,400 $ 270,812 Deferred revenues 16,621 16,940 Customer deposits 27,765 34,235 Costs to obtain and fulfill a contract 4,977 6,623 |
Schedule of estimated remaining fixed consideration for unsatisfied performance obligations | Estimated Remaining Fixed Consideration for Unsatisfied 2020 $ 50,664 2021 38,586 2022 32,814 2023 27,408 2024 26,452 2025 and thereafter 27,141 Total $ 203,065 |
Schedule of components of basic and diluted EPS | Year Ended December 31, 2019 2018 2017 Net loss attributable to common stockholders (A) $ (512,425) $ (173,461) $ (228,348) Weighted average common shares outstanding - basic and diluted (B) 145,718,936 147,773,089 104,914,382 Loss Per Share: Basic and diluted (A/B) $ (3.52) $ (1.17) $ (2.18) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restatement of Previously Issued Financial Statements | |
Schedule of restated financial statements | Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) As of December 31, 2018 As Previously Restatement As Restated Restatement Assets Current assets Cash and cash equivalents $ 25,615 $ 10,591 $ 36,206 c Restricted cash 18,239 (10,591) 7,648 c Accounts receivable, net of allowance for doubtful accounts of $4,359 270,812 — 270,812 Inventories, net 16,220 — 16,220 Prepaid expenses and other current assets 25,015 (78) 24,937 c Total current assets 355,901 (78) 355,823 Property, plant and equipment, net of accumulated depreciation of $154,060 132,986 — 132,986 Goodwill 708,258 — 708,258 Intangible assets, net 407,021 (12,001) 395,020 b Deferred income tax assets 16,225 120 16,345 c Other noncurrent assets 19,391 — 19,391 Total assets $ 1,639,782 $ (11,959) $ 1,627,823 Liabilities and Stockholders' Equity (Deficit) Liabilities Current liabilities Accounts payables $ 99,853 $ — $ 99,853 Related party payables 7,735 7,628 15,363 c Income tax payable 1,996 — 1,996 Accrued liabilities 66,008 41,347 107,355 a, c Accrued compensation and benefits 54,583 (2,372) 52,211 c Accrued interest 49,071 — 49,071 Customer deposits 34,235 — 34,235 Deferred revenue 16,504 — 16,504 Obligation for claim payment 56,002 — 56,002 Current portion of finance lease liabilities 17,498 — 17,498 Current portion of long-term debts 29,237 — 29,237 Total current liabilities 432,722 46,603 479,325 Long-term debt, net of current maturities 1,306,423 — 1,306,423 Finance lease liabilities, net of current portion 26,738 — 26,738 Pension liabilities 25,269 2,372 27,641 c Deferred income tax liabilities 11,212 2 11,214 c Long-term income tax liabilities 3,024 — 3,024 Other long-term liabilities 15,400 (683) 14,717 c Total liabilities 1,820,788 48,294 1,869,082 Commitments and Contingencies (Note 14) Stockholders' equity (deficit) Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 152,692,140 shares issued and 150,142,955 shares outstanding (including the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action) 15 — 15 Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,569,233 shares issued and outstanding 1 — 1 Additional paid in capital 482,018 (36,566) 445,452 Less: Common Stock held in treasury, at cost; 2,549,185 shares (10,342) — (10,342) Equity-based compensation 41,731 — 41,731 Accumulated deficit (678,563) (23,829) (702,392) Accumulated other comprehensive loss: Foreign currency translation adjustment (6,565) 142 (6,423) Unrealized pension actuarial losses, net of tax (9,301) — (9,301) Total accumulated other comprehensive loss (15,866) 142 (15,724) Total stockholders’ deficit (181,006) (60,253) (241,259) Total liabilities and stockholders’ deficit $ 1,639,782 $ (11,959) $ 1,627,823 As of December 31, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $40.6 million to accrued liabilities at December 31, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $12.0 million of decrease to intangible assets, net at December 31, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $7.6 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $10.6 million in cash and cash equivalents and decrease of $10.6 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.4 million to Accrued compensation and benefits and an increase of $2.4 million to pension liabilities. (iii) Correction of ASC 842 implementation related deferred rents decreased other long-term liabilities by $0.7 million. (iv) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.7 million to accrued liabilities. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands of United States dollars except per share amounts) For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Revenue $ 1,586,222 $ — $ 1,586,222 $ 1,152,324 $ (6,433) $ 1,145,891 c Cost of revenue (exclusive of depreciation and amortization) 1,209,874 3,529 1,213,403 829,143 (1,599) 827,544 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 184,651 257 184,908 220,955 — 220,955 c Depreciation and amortization 145,485 (7,408) 138,077 98,890 — 98,890 b Impairment of goodwill and other intangible assets 48,127 — 48,127 69,437 — 69,437 Related party expense 4,334 8,069 12,403 33,431 — 33,431 c Operating loss (6,249) (4,447) (10,696) (99,532) (4,834) (104,366) Other expense (income), net: Interest expense, net 153,095 2,896 155,991 128,489 1,187 129,676 a Debt modification and extinguishment costs 1,067 — 1,067 35,512 — 35,512 Sundry expense (income), net (3,271) — (3,271) 2,295 — 2,295 Other expense (income), net (3,030) — (3,030) (1,297) — (1,297) Net loss before income taxes (154,110) (7,343) (161,453) (264,531) (6,021) (270,552) Income tax (expense) benefit (8,407) 54 (8,353) 60,246 822 61,068 Net loss $ (162,517) $ (7,289) $ (169,806) $ (204,285) $ (5,199) $ (209,484) Dividend equivalent on Series A Preferred Stock related to beneficial conversion feature — — — (16,375) — (16,375) Cumulative dividends for Series A Preferred Stock (3,655) — (3,655) (2,489) — (2,489) c Net loss attributable to common stockholders $ (166,172) $ (7,289) $ (173,461) $ (223,149) $ (5,199) $ (228,348) Loss per share: Basic and diluted $ (1.09) $ (0.08) $ (1.17) $ (2.08) $ (0.10) $ (2.18) For the year ended December 31, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $2.9 million to interest expense for the year ended December 31, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $4.2 million of increase to cost of revenue and a decrease of $7.4 million to depreciation and amortization for the year ended December 31, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $8.1 million to related party. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction of ASC 842 implementation related deferred rents decreased cost of revenue by $0.7 million. (ii) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.3 million to selling, general and administrative expenses. For the year ended December 31, 2017 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $1.2 million to interest expense for the year ended December 31, 2018. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in a decrease of $6.4 million to revenue and a decrease of $1.6 million to cost of revenue for the year ended December 31, 2017. Other Adjustments - Corrections to other misstatements were as follows: (i) The correction of all misstatements resulted in an increase of $0.8 million to income tax expense. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Comprehensive Loss (in thousands of United States dollars) For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Net loss $ (162,517) $ (7,289) $ (169,806) $ (204,285) $ (5,199) $ (209,484) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments (6,371) 167 (6,204) 3,353 (25) 3,328 c Unrealized pension actuarial gains (losses), net of tax 1,753 — 1,753 1,285 — 1,285 Total other comprehensive loss, net of tax $ (167,135) $ (7,122) $ (174,257) $ (199,647) $ (5,224) $ (204,871) For the year ended December 31, 2018 The $2.1 million decrease to net income was primarily driven by the misstatements in the Appraisal Action liability adjustments, outsourced contract adjustments, expense reimbursement adjustments and other adjustments. See additional descriptions of the net income impacts in the consolidated statement of operations for the year ended December 31, 2018 section above. For the year ended December 31, 2017 The $5.2 million decrease to net income was primarily driven by the misstatements in the Appraisal Action liability adjustments, revenue recognition adjustments and other adjustments. See additional descriptions of the net income impacts in the consolidated statement of operations for the year ended December 31, 2017 section above. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands of United States dollars) For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Cash flows from operating activities Net loss $ (162,517) $ (7,289) (169,806) $ (204,285) $ (5,199) (209,484) Adjustments to reconcile net loss — — Depreciation and amortization 145,485 (7,408) 138,077 98,890 — 98,890 b Fees paid in stock — — — 23,875 4,698 28,573 c HGM contract termination fee paid in stock — — — 10,000 — 10,000 Original issue discount and debt issuance cost amortization 10,913 — 10,913 12,280 — 12,280 Debt modification and extinguishment costs — 103 103 — 34,459 34,459 c Impairment of goodwill and other intangible assets 48,127 — 48,127 69,437 — 69,437 Provision for doubtful accounts 2,767 — 2,767 500 — 500 Deferred income tax provision 3,352 (132) 3,220 (66,723) (822) (67,545) c Share-based compensation expense 7,647 — 7,647 6,743 — 6,743 Foreign currency remeasurement (1,180) — (1,180) 1,382 — 1,382 Loss (gain) on sale of assets 2,095 592 2,687 399 157 556 c Fair value adjustment for interest rate swap (2,540) — (2,540) (1,297) — (1,297) Change in operating assets and liabilities, net of effect from acquisitions Accounts receivable (19,319) — (19,319) (4,832) — (4,832) Prepaid expenses and other assets (2,820) — (2,820) 2,628 (1,599) 1,029 c Accounts payable and accrued liabilities 5,157 3,658 8,815 69,551 7,620 77,171 c Related party payables (6,710) 7,628 918 4,907 — 4,907 c Additions to outsource contract costs — (4,009) (4,009) — (10,992) (10,992) b Net cash provided by (used in) operating activities 30,457 (6,857) 23,600 23,455 28,322 51,777 Cash flows from investing activities Purchase of property, plant and equipment (20,072) — (20,072) (14,440) — (14,440) Additions to internally developed software (7,438) — (7,438) (7,843) — (7,843) Additions to outsourcing contract costs (7,552) 7,552 — (10,992) 10,992 — b Cash acquired in Quinpario reverse merger — — — 91 — 91 Cash paid in acquisition, net of cash received (34,810) — (34,810) (423,797) — (423,797) Proceeds from sale of assets 3,568 — 3,568 4,607 — 4,607 Net cash provided by (used in) investing activities (66,304) 7,552 (58,752) (452,374) 10,992 (441,382) Cash flows from financing activities Change in bank overdraft — — — (210) — (210) Loss on extinguishment of debt 1,067 (1,067) — 35,512 (35,512) — c Proceeds from issuance of stock — — — 204,417 — 204,417 Cash received from Quinpario — — — 27,031 (4,698) 22,333 c Repurchases of Common Stock (7,221) — (7,221) (249) — (249) Contribution from Shareholders — — — 20,548 — 20,548 Cash paid for equity issuance costs (7,500) — (7,500) (149) — (149) Lease terminations — (592) (592) — (157) (157) c Retirement of previous credit facilities — — — (1,055,736) — (1,055,736) Cash paid for debt issuance costs (1,094) 964 (130) (39,837) 1,053 (38,784) c Principal payments on finance lease obligations (16,068) — (16,068) (11,361) — (11,361) Borrowings from senior secured revolving facility 30,000 — 30,000 72,600 — 72,600 Repayments on senior secured revolving facility (30,000) — (30,000) (72,500) — (72,500) Proceeds from issuance of notes — — — 977,500 — 977,500 Proceeds from senior secured term loans 30,000 — 30,000 343,000 — 343,000 Borrowings from other loans 11,557 — 11,557 3,116 — 3,116 Principal repayments on senior secured term loans and other loans (12,651) — (12,651) (27,955) — (27,955) Net cash provided by (used in) financing activities (1,910) (695) (2,605) 475,727 (39,314) 436,413 Effect of exchange rates on cash 122 — 122 429 — 429 Net decrease in cash and cash equivalents (37,635) — (37,635) 47,237 — 47,237 Cash, restricted cash, and cash equivalents Beginning of period 81,489 — 81,489 34,252 — 34,252 End of period $ 43,854 $ — $ 43,854 $ 81,489 $ — $ 81,489 Supplemental cash flow data: Income tax payments, net of refunds received $ 7,827 $ — $ 7,827 $ 5,711 $ — $ 5,711 Interest paid 146,076 — 146,076 69,622 — 69,622 Noncash investing and financing activities: Assets acquired through right-of-use arrangements 14,920 — 14,920 6,973 — 6,973 Leasehold improvements funded by lessor 1,565 — 1,565 146 — 146 Issuance of Common Stock as consideration for Novitex — — — 244,800 — 244,800 Accrued capital expenditures 2,820 — 2,820 1,621 — 1,621 Dividend equivalent on Series A Preferred Stock — — — 16,375 — 16,375 Liability assumed of Quinpario — — — 4,672 26 4,698 |
Business Combinations (Tables)
Business Combinations (Tables) - Asterion | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations and Acquisitions | |
Schedule of consideration paid and the preliminary fair value of the assets acquired and liabilities assumed | Assets Acquired: Cash and cash equivalents $ 5,595 Accounts receivable 25,740 Other current assets 2,282 Inventories 1,137 Property, plant, and equipment 4,747 Deferred income tax assets 6,316 Other noncurrent assets 522 Intangible assets 3,525 Goodwill 1,493 Total identifiable assets acquired $ 51,357 Liabilities Assumed: Accounts payable $ (5,596) Income tax payable (5) Accrued liabilities (6,593) Accrued compensation and benefits (7,079) Deferred revenue (880) Current portion of long term debt (994) Customer deposits (462) Pension liabilities (7,135) Other long-term liabilities (1,324) Deferred income tax liabilities (1,171) Capital lease obligations, net of current maturities (650) Total liabilities assumed $ (31,889) Total Consideration $ 19,468 |
Schedule of identifiable intangible assets | Weighted Average Useful Life (in years) Fair Value Customer Relationships 9.5 $ 3,516 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Receivable. | |
Schedule of accounts receivable, net | December 31, 2019 2018 Billed receivables $ 222,168 $ 226,252 Unbilled receivables 34,135 39,498 Other 10,072 9,421 Less: Allowance for doubtful accounts (4,975) (4,359) $ 261,400 $ 270,812 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | December 31, 2019 2018 Prepaids $ 23,243 $ 24,712 Deposits 420 225 $ 23,663 $ 24,937 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |
Schedule of balance sheet location | December 31, 2019 Balance sheet location: Operating Lease Operating lease right-of-use assets, net $ 93,627 Current portion of operating lease liabilities 25,345 Operating lease liabilities, net of current portion 73,282 Finance Lease Finance lease right-of-use assets, net (included in property, plant and equipment, net) 30,835 Current portion of finance lease liabilities 13,788 Finance lease liabilities, net of current portion 20,272 |
Schedule of maturities of operating lease liabilities | Finance Operating Leases Leases 2020 $ 16,282 $ 33,315 2021 10,652 26,210 2022 5,696 20,589 2023 2,941 15,348 2024 2,632 11,606 2025 and thereafter 1,554 17,356 Total lease payments 39,757 124,424 Less: Imputed interest (5,697) (25,797) Present value of lease liabilities $ 34,060 $ 98,627 |
Schedule of maturities of finance lease liabilities | Finance Operating Leases Leases 2020 $ 16,282 $ 33,315 2021 10,652 26,210 2022 5,696 20,589 2023 2,941 15,348 2024 2,632 11,606 2025 and thereafter 1,554 17,356 Total lease payments 39,757 124,424 Less: Imputed interest (5,697) (25,797) Present value of lease liabilities $ 34,060 $ 98,627 |
Schedule of future minimum payments due under non‐cancelable leases under ASC 840 | Finance Operating Leases Leases 2019 $ 20,080 $ 38,057 2020 11,851 29,346 2021 9,018 22,239 2022 4,169 16,782 2023 2,244 12,302 2024 and thereafter 3,617 18,874 Total minimum lease payments $ 50,979 $ 137,600 Less: imputed interest (6,743) Total net minimum lease payments 44,236 Less: Current portion of obligations under finance leases (17,498) Long-term portion of obligations under finance leases $ 26,738 |
Schedule of cash paid and lease recognition | Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 50,398 Financing cash flows from finance leases 20,860 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases 19,127 Finance leases 10,731 |
ASU 2016-02 | |
Lessee, Lease, Description [Line Items] | |
Schedule of new accounting standard adoption | Balance at Balance at December 31, Impact of January 1, 2018 (As Restated) Lease Standard 2019 Total assets $ 1,627,823 $ 104,214 $ 1,732,037 Total current liabilities 479,325 25,685 505,010 Total long-term liabilities 1,389,757 79,028 1,468,785 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment, Net | |
Schedule of property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation and amortization | Estimated Useful Lives December 31, (in Years) 2019 2018 Land N/A $ 6,884 $ 6,888 Buildings and improvements 7 – 40 20,288 20,518 Leasehold improvements Shorter of life of improvement or lease term 47,036 56,589 Vehicles 5 – 7 531 717 Machinery and equipment 5 – 15 28,489 62,746 Computer equipment and software 3 – 8 92,500 130,864 Furniture and fixtures 5 – 15 9,440 8,724 Finance lease right-of-use assets Shorter of life of the asset or lease term 85,464 — 290,632 287,046 Less: Accumulated depreciation and amortization (176,995) (154,060) Property, plant and equipment, net $ 113,637 $ 132,986 |
Intangibles Assets and Goodwi_2
Intangibles Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangibles Assets and Goodwill | |
Schedule of intangible assets | December 31, 2019 Gross Carrying Intangible Amount (a) Amortization Asset, net Customer relationships $ 508,074 $ (237,313) $ 270,761 Developed technology 89,053 (87,109) 1,944 Trade names (b) 8,400 (3,100) 5,300 Outsource contract costs 16,726 (11,749) 4,977 Internally developed software 43,261 (12,129) 31,132 Trademarks 23,378 (23,370) 8 Non-compete agreements 1,350 (1,350) — Assembled workforce 4,473 (1,118) 3,355 Purchased software 26,749 (1,783) 24,966 Intangibles, net $ 721,464 $ (379,021) $ 342,443 December 31, 2018 Gross Carrying Intangible Amount (a) Amortization Asset, net Customer relationships $ 507,905 $ (190,666) $ 317,239 Developed technology 89,053 (85,967) 3,086 Trade names (c) 9,400 (3,100) 6,300 Outsource contract costs 15,439 (8,817) 6,622 Internally developed software 36,820 (6,278) 30,542 Trademarks 23,379 (23,370) 9 Non-compete agreements 1,350 (1,350) — Assembled workforce 4,473 — 4,473 Purchased software 26,749 — 26,749 Intangibles, net $ 714,568 $ (319,548) $ 395,020 (a) Amounts include intangibles acquired in business combinations and asset acquisitions . (b) The carrying amount of trade names for 2019 is net of accumulated impairment losses of $44.1 million, of which $1.0 million was recognized in 2019. (c) The carrying amount of trade names for 2018 is net of accumulated impairment losses of $43.1 million, of which $3.7 million was recognized in 2018. |
Schedule of estimated intangibles amortization expense | Estimated Amortization Expense (As Restated) 2020 $ 55,323 2021 50,015 2022 45,535 2023 37,168 2024 29,704 Thereafter 120,163 $ 337,908 |
Schedule of goodwill by reporting segment | Beginning of Year Balance (a) Additions Reductions Currency Translation Adjustments End of Year Balance (a) ITPS $ 566,215 $ 5,580 (c) $ — $ (220) $ 571,575 HS 86,786 — — — 86,786 LLPS 94,324 — (44,427) (b) — 49,897 Total - Year 2018 $ 747,325 $ 5,580 $ (44,427) $ (220) $ 708,258 ITPS 571,575 — (317,525) (d) 70 254,120 HS 86,786 — — — 86,786 LLPS 49,897 — (31,032) (e) — 18,865 Total - Year 2019 $ 708,258 $ — $ (348,557) $ 70 $ 359,771 (a) The carrying amount of goodwill for all periods presented is net of accumulated impairment losses of $167.9 million. (b) The reduction in goodwill is due to $44.4 million for impairment recorded in the fourth quarter of 2018. (c) Addition to goodwill due to the Asterion Business Combination (Refer to note 4) and other immaterial acquisitions in the third and fourth quarter of 2018. (d) The reduction in goodwill for the ITPS segment is due to $317.5 million for impairment recorded for the year ended December 31, 2019. The reduction in goodwill for the LLPS segment is due to $31.0 million for impairment recorded for the year ended December 31, 2019. |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and Other Long-Term Liabilities | |
Schedule of accrued liabilities | December 31, 2019 2018 Accrued taxes (exclusive of income taxes) $ 9,608 $ 10,606 Accrued lease exit obligations 1,127 1,694 Accrued professional and legal fees 33,421 31,220 Accrued appraisal action liability 56,412 40,649 Accrued rent — 1,421 Accrued transaction costs 2,250 2,250 Other accruals 18,735 19,515 $ 121,553 $ 107,355 |
Schedule of other Long-term liabilities | December 31, 2019 2018 (As Restated) Deferred revenue $ 339 $ 432 Accrued rent 669 7,650 Accrued lease exit obligations 136 369 Accrued compensation expense 2,075 2,173 Other 3,743 4,093 $ 6,962 $ 14,717 |
Long-Term Debt and Credit Fac_2
Long-Term Debt and Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt and Credit Facilities | |
Schedule of outstanding long-term debt instruments | December 31, 2019 2018 Other (a) $ 30,232 25,321 First lien credit agreement (b) 360,583 335,896 Senior secured notes (c) 979,060 974,443 Revolver 65,000 — Total debt 1,434,875 1,335,660 Less: Current portion of long-term debt (36,490) (29,237) Long-term debt, net of current maturities $ 1,398,385 $ 1,306,423 (a) Other debt represents outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans entered into by subsidiaries of the Company. (b) Net of unamortized original issue discount and debt issuance costs of $6.5 million and $18.9 million as of December 31, 2019 and $8.3 million and $24.5 million as of December 31, 2018. (c) Net of unamortized original issue discount and debt issuance costs of $14.9 million and $6.0 million as of December 31, 2019 and $18.2 million and $7.3 million as of December 31, 2018. |
Schedule of maturities of long-term debt | Maturity 2020 $ 36,490 2021 25,198 2022 91,187 2023 1,325,445 2024 2,921 Thereafter — Total long-term debt 1,481,241 Less: Unamortized discount and debt issuance costs (46,366) $ 1,434,875 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of components of income/ (loss) before income taxes | Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) United States $ (511,165) $ (180,245) $ (281,009) Foreign 9,691 18,792 10,457 $ (501,474) $ (161,453) $ (270,552) |
Schedule of provision for federal, state, and foreign income taxes | Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) Federal Current $ (1,308) $ 1,308 $ (722) Deferred (3,879) (2,006) (59,425) State Current 2,255 390 1,407 Deferred (807) 2,339 (7,178) Foreign Current 5,770 3,435 5,794 Deferred 5,611 2,887 (944) Income Tax Expense (Benefit) $ 7,642 $ 8,353 $ (61,068) |
Schedule of income tax reconciliation | Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) Tax at statutory rate $ (105,310) $ (33,905) $ (94,693) Add (deduct) State income taxes (7,666) (6,557) (4,219) Foreign income taxes 4,390 1,228 305 Nondeductible transaction costs — — 27,311 Nondeductible goodwill impairment 61,699 9,002 10,497 Permanent differences 1,275 2,542 438 Litigation settlement 3,310 608 415 Changes in valuation allowance 30,064 19,433 (6,159) Unremitted earnings 1,604 4,735 — Changes in U.S tax rates — — (4,784) Deemed mandatory repatriation — — 7,441 GILTI Inclusion 3,772 2,289 — Expiration of tax attributes 10,807 8,353 — Other 3,697 625 2,380 Income Tax Expense (Benefit) $ 7,642 $ 8,353 $ (61,068) |
Schedule of components of deferred income tax liabilities and assets | Year Ended December 31, 2019 2018 (As Restated) Deferred income tax liabilities: Book over tax basis of intangible and fixed assets $ (77,088) $ (94,648) Unremitted foreign earnings (6,339) (4,735) Operating and finance right-of-use assets (16,981) — Other, net $ (2,571) $ (4,079) Total deferred income tax liabilities (102,979) (103,462) Deferred income tax assets: Allowance for doubtful accounts and receivable adjustments $ 1,498 $ 1,676 Inventory 903 1,629 Accrued liabilities 11,608 9,433 Net operating loss and tax credit carryforwards 158,265 184,430 Tax deductible goodwill 8,066 3,147 Disallowed interest deduction 56,873 26,897 Operating and finance lease liabilities 18,127 — Other, net 15,481 16,031 Total deferred income tax assets $ 270,820 $ 243,243 Valuation allowance (163,806) (134,650) Total net deferred income tax assets (liabilities) $ 4,036 $ 5,131 |
Schedule of NOL carryforwards expiry | State and Local Federal NOL NOL 2020 – 2024 $ 86,371 $ 60,478 2025 – 2029 134,448 94,661 2030 – 2039 352,972 266,348 $ 573,791 $ 421,487 |
Schedule of reconciliation of the total amounts of unrecognized tax benefits | Year Ended December 31, 2019 2018 (As Restated) 2017 (As Restated) Unrecognized tax benefits — January 1 $ 1,476 $ 1,047 $ 999 Gross increases — tax positions in prior period 1,378 301 48 Gross decreases — tax positions in prior period (10) — — Gross increases — tax positions in current period 1,470 128 — Settlement — — — Lapse of statute of limitations — — — Unrecognized tax benefits—December 31 $ 4,314 $ 1,476 $ 1,047 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefit Plans | |
Schedule of change in benefit obligations, fair value of the plan assets and funded status of Company's pension plans and the amounts recognized in the Company's consolidated financial statements | Year ended December, 2019 2018 Change in Benefit Obligation: Benefit obligation at beginning of period $ 90,051 $ 91,875 Additional obligation due to acquisition — 5,631 Service cost 80 82 Interest cost 2,448 2,350 Actuarial loss (gain) 9,168 (4,356) Plan amendments (835) 1,334 Benefits paid (3,082) (1,558) Foreign-exchange rate changes 3,131 (5,307) Benefit obligation at end of year $ 100,961 $ 90,051 Change in Plan Assets: Fair value of plan assets at beginning of period $ 62,952 $ 64,886 Additional assets due to acquisition — 2,184 Actual return on plan assets 10,906 (1,432) Employer contributions 2,557 2,477 Benefits paid (2,995) (1,421) Foreign-exchange rate changes 2,455 (3,742) Fair value of plan assets at end of year 75,875 62,952 Funded status at end of year $ (25,086) $ (27,099) Net amount recognized in the Consolidated Balance Sheets: Pension liability (a) $ (25,681) $ (27,641) Amounts recognized in accumulated other comprehensive loss, net of tax consist of: Net actuarial loss (8,059) (9,301) Net amount recognized in accumulated other comprehensive loss, net of tax $ (8,059) $ (9,301) Plans with underfunded or non-funded accumulated benefit obligation: Aggregate projected benefit obligation $ 100,961 $ 90,050 Aggregate accumulated benefit obligation $ 100,961 $ 90,050 Aggregate fair value of plan assets $ 75,875 $ 62,883 (a) Consolidated balance of $25.7 million for the year ended December 31, 2019 includes pension liabilities of $20.6 million, $2.4 million, $2.1 million and $0.1 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.5 million. Consolidated balance of $27.6 million for the year ended December 31, 2018 includes pension liabilities of $22.0 million, $2.8 million, $1.8 million and $0.5 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.5 million. |
Schedule of components of the net periodic benefit cost | Year ended December 31, 2019 2018 2017 Service cost $ 80 $ 82 $ 8 Interest cost 2,448 2,350 2,288 Expected return on plan assets (2,460) (2,841) (2,392) Amortization: Amortization of prior service cost (169) 9 (134) Amortization of net (gain) loss 1,768 1,755 2,063 Net periodic benefit cost $ 1,667 $ 1,355 $ 1,833 |
Schedule of principal assumptions used to determine benefit obligation and net periodic benefit costs | December 31, 2019 2018 2019 2018 2019 2018 2019 2018 UK Germany Norway Asterion Weighted-average assumptions used to determine benefit obligations: Discount rate 2.10 % 2.80 % 1.00 % 1.90 % 2.30 % 2.60 % 1.10 % 1.80 Rate of compensation increase N/A N/A N/A N/A 2.25 % 2.75 % 2.50 % 2.50 Weighted-average assumptions used to determine net periodic benefit cost: Discount rate 2.80 % 2.50 % 1.00 % 1.90 % 2.30 % 2.60 % 1.10 % 1.80 Expected asset return 3.87 % 4.25 % N/A % N/A % 3.80 % 4.30 % 1.10 % 1.80 Rate of compensation increase N/A N/A N/A N/A 2.25 % 1.75 % 2.50 % 2.50 |
Schedule of weighted average allocation of plan assets by asset category | December 31, 2019 2018 (As Restated) 2017 (As Restated) U.K. and other international equities 29.9 % 27.1 % 45.0 % U.K. government and corporate bonds 12.5 12.7 20.0 Diversified growth fund 41.3 38.9 35.0 Liability driven investments 16.3 21.3 N/A Total 100.0 % 100.0 % 100.0 % |
Schedule of fair value of pension assets | December 31, 2019 Total Level 1 Level 2 Level 3 Asset Category: Cash $ 837 $ 837 $ — $ — Equity funds: U.K. 13,121 — 13,121 — Other international 8,747 — 8,747 — Fixed income securities: Corporate bonds / U.K. Gilts 9,446 — 9,446 — Other investments: Diversified growth fund 31,345 — 31,345 — Liability driven investments 12,379 — 12,379 — Total fair value $ 75,875 $ 837 $ 75,038 $ — December 31, 2018 (As Restated) Total Level 1 Level 2 Level 3 Asset Category: Cash $ 129 $ 129 $ — $ — Equity funds: U.K. 10,161 — 10,161 — Other international 6,773 — 6,773 — Fixed income securities: Corporate bonds / UK Gilts 7,987 — 7,987 — Other investments: Diversified growth fund 24,488 — 24,488 — Liability driven investments 13,414 — 13,414 — Total fair value $ 62,952 $ 129 $ 62,823 $ — |
Schedule of estimated future benefit payments | Estimated Benefit Payments Year ended December 31, 2020 $ 1,730 2021 1,741 2022 2,070 2023 1,997 2024 2,854 2025 - 2029 16,417 Total $ 26,809 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurement | |
Schedule of fair value of financial instruments | Carrying Fair Fair Value Measurements As of December 31, 2019 Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,398,385 $ 632,796 $ — $ 632,796 $ — Interest rate swap liability 501 501 — 501 — Acquisition contingent liability $ 721 $ 721 $ — $ — $ 721 Nonrecurring assets and liabilities: Goodwill 359,771 359,771 — — 359,771 Carrying Fair Fair Value Measurements As of December 31, 2018 (As Restated) Amount Value Level 1 Level 2 Level 3 Recurring assets and liabilities: Long-term debt $ 1,306,423 $ 1,316,306 $ — $ 1,316,306 $ — Interest rate swap asset (1) 3,836 3,836 — 3,836 — Acquisition contingent liability $ 721 $ 721 $ — $ — $ 721 Nonrecurring assets and liabilities: Goodwill 708,258 708,258 — — 708,258 (1) Due to an error in presentation of this table in the financial statement for the year ended December 31, 2018, the carrying amount and fair value of the interest rate swap was disclosed as zero. The table has been restated to include the carrying amount and fair value of the interest rate swap asset as at December 31, 2018. |
Schedule of net assets and liabilities classified as Level 3 for reconciliation | December 31, December 31, 2019 2018 Balance as of January 1, $ 721 $ 721 Payments/Reductions — — Balance as of December 31, $ 721 $ 721 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Summary of the status of restricted stock units | Average Weighted Remaining Number Average Grant Contractual Life Aggregate of Shares Date Fair Value (Years) Intrinsic Value Balance as of December 31, 2018 893,297 $ 5.86 0.76 $ 5,239 Granted 462,617 2.49 Forfeited (242,116) 5.41 Vested (804,493) 5.88 Balance as of December 31, 2019 309,305 $ 1.99 1.19 $ 616 |
Schedule of stock option activity | Average Weighted Weighted Remaining Average Grant Average Vesting Period Aggregate Outstanding Date Fair Value Exercise Price (Years) Intrinsic Value Outstanding Balance as of December 31, 2018 3,570,300 $ 2.69 $ 6.06 2.92 $ 9,590 Granted 2,050,600 0.94 Exercised — — Forfeited (683,200) 2.64 Expired — — Outstanding Balance as of December 31, 2019 4,937,700 $ 1.97 $ 4.14 2.27 $ 9,719 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related-Party Transactions | |
Schedule of payable and receivable balances with affiliates | December 31, December 31, 2018 Receivable Payable Payable HOV Services, Ltd $ 601 $ — $ 405 Rule 14 — 250 127 HGM 115 — 6,998 Apollo affiliated company — 202 205 Oakana — 1 — Ex-Sigma 2 — 1,287 7,628 $ 716 $ 1,740 $ 15,363 |
Segment and Geographic Area I_2
Segment and Geographic Area Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment and Geographic Area Information | |
Schedule of reconciliation of segment profit to net loss before income taxes by segment information | Year ended December 31, 2019 ITPS HS LLPS Total Revenue $ 1,234,284 $ 256,721 $ 71,332 $ 1,562,337 Cost of revenue (exclusive of depreciation and amortization) 1,001,655 180,045 43,035 1,224,735 Segment profit 232,629 76,676 28,297 337,602 Selling, general and administrative expenses (exclusive of depreciation and amortization) 198,864 Depreciation and amortization 100,903 Impairment of goodwill and other intangible assets 349,557 Related party expense 9,501 Interest expense, net 163,449 Debt modification and extinguishment costs 1,404 Sundry expense, net 969 Other expense, net 14,429 Net loss before income taxes $ (501,474) Year ended December 31, 2018 ITPS HS LLPS Total Revenue $ 1,273,647 $ 228,015 $ 84,560 $ 1,586,222 Cost of revenue (exclusive of depreciation and amortization) 1,010,320 151,877 51,206 1,213,403 Segment profit 263,327 76,138 33,354 372,819 Selling, general and administrative expenses (exclusive of depreciation and amortization) 184,908 Depreciation and amortization 138,077 Impairment of goodwill and other intangible assets 48,127 Related party expense 12,403 Interest expense, net 155,991 Debt modification and extinguishment costs 1,067 Sundry income, net (3,271) Other income, net (3,030) Net loss before income taxes $ (161,453) Year ended December 31, 2017 ITPS HS LLPS Total Revenue $ 820,677 $ 233,595 $ 91,619 $ 1,145,891 Cost of revenue (exclusive of depreciation and amortization) 619,694 152,290 55,560 827,544 Segment profit 200,983 81,305 36,059 318,347 Selling, general and administrative expenses (exclusive of depreciation and amortization) 220,955 Depreciation and amortization 98,890 Impairment of goodwill and other intangible assets 69,437 Related party expense 33,431 Interest expense, net 129,676 Debt modification and extinguishment costs 35,512 Sundry expense, net 2,295 Other income, net (1,297) Net loss before income taxes $ (270,552) |
Schedule of revenues by principal geographic area | Years ended December 31, 2019 2018 2017 United States $ 1,286,678 $ 1,347,516 $ 1,000,827 EMEA 248,466 211,314 130,098 Other 27,193 27,392 14,966 Total Consolidated Revenue $ 1,562,337 $ 1,586,222 $ 1,145,891 |
Unaudited Quarterly Financial_2
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Unaudited Quarterly Financial Data | |
Schedule of Unaudited Quarterly Financial Data | The following table presents the quarterly information for fiscal 2019 (dollars in thousands, except per share data): Q1 2019 Q2 2019 Q3 2019 Q4 2019 Revenue: ITPS $ 325,172 $ 309,840 $ 292,607 $ 306,665 HS 61,343 63,440 62,132 69,806 LLPS 17,842 17,569 18,806 17,115 Total Revenue 404,357 390,849 373,545 393,586 Cost of revenue: ITPS 259,272 249,589 241,867 250,927 HS 40,341 43,353 42,717 53,634 LLPS 10,988 10,889 10,861 10,297 Cost of revenue (exclusive of depreciation and amortization) 310,601 303,831 295,445 314,858 Selling, general and administrative expenses (exclusive of depreciation and amortization) 49,677 51,162 48,347 49,678 Depreciation and amortization 26,624 24,779 25,079 24,421 Impairment of goodwill and other intangible assets — — 97,158 252,399 Related party expense 998 5,331 1,430 1,742 Operating income (loss) 16,457 5,746 (93,914) (249,512) Other expense (income), net: Interest expense, net 39,701 39,959 40,573 43,216 Debt modification and extinguishment costs — 1,404 — — Sundry expense (income), net 2,715 (1,311) 165 (600) Other income, net 1,493 2,527 406 10,003 Net loss before income taxes (27,452) (36,833) (135,058) (302,131) Income tax (expense) benefit (4,720) (4,738) 3,769 (1,953) Net loss (32,172) (41,571) (131,289) (304,084) Cumulative dividends for Series A Preferred Stock (914) (914) (884) (597) Net loss attributable to common stockholders $ (33,086) $ (42,485) $ (132,173) $ (304,681) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 145,572,221 145,466,193 145,636,749 146,161,353 Earnings per share: Basic and diluted $ (0.23) $ (0.29) $ (0.91) $ (2.09) The following table presents the quarterly information for fiscal 2018 (dollars in thousands, except per share data): Q1 2018 Q2 2018 Q3 2018 Q4 2018 Revenue: ITPS $ 311,936 $ 330,131 $ 307,313 $ 324,267 HS 58,632 56,314 56,776 56,293 LLPS 22,599 23,937 18,941 19,083 Total Revenue 393,167 410,382 383,030 399,643 Cost of revenue: ITPS 246,042 262,066 247,021 255,191 HS 35,192 39,538 37,139 40,008 LLPS 13,663 13,563 12,525 11,455 Cost of revenue (exclusive of depreciation and amortization) 294,897 315,167 296,685 306,654 Selling, general and administrative expenses (exclusive of depreciation and amortization) 45,519 46,378 44,897 48,114 Depreciation and amortization 36,239 34,744 33,410 33,684 Impairment of goodwill and other intangible assets — — — 48,127 Related party expense 1,181 6,783 775 3,664 Operating income (loss) 15,331 7,310 7,263 (40,600) Other expense (income), net: Interest expense, net 38,676 39,229 39,087 38,999 Debt modification and extinguishment costs — — 1,067 — Sundry expense (income), net 229 (2,122) (2,283) 905 Other income, net (3,621) (907) (1,069) 2,567 Net loss before income taxes (19,953) (28,890) (29,539) (83,071) Income tax (expense) benefit (4,025) (1,619) 733 (3,442) Net loss (23,978) (30,509) (28,806) (86,513) Cumulative dividends for Series A Preferred Stock (914) (914) (914) (914) Net loss attributable to common stockholders $ (24,892) $ (31,423) $ (29,720) $ (87,427) Weighted average outstanding common shares (Refer to Net Loss per Share discussion in Note 2) 147,569,383 147,688,855 147,092,936 147,773,089 Earnings per share: — Basic and diluted $ (0.17) $ (0.21) $ (0.20) $ (0.59) The restated quarterly Consolidated Balance Sheets for the first three quarters of fiscal 2019 and fiscal 2018 are presented below: Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) (Unaudited) As of March 31, 2019 As of March 31, 2018 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Assets Current assets Cash and cash equivalents $ 8,262 $ 297 $ 8,559 $ 26,882 $ 2,128 $ 29,010 c Restricted cash 4,998 (297) 4,701 12,549 (2,128) 10,421 c Accounts receivable, net 278,064 — 278,064 238,680 — 238,680 Inventories, net 16,321 — 16,321 13,519 — 13,519 Prepaid expenses and other current assets 25,330 (78) 25,252 27,520 — 27,520 c Total current assets 332,975 (78) 332,897 319,150 — 319,150 Property, plant and equipment, net 129,621 — 129,621 132,870 — 132,870 Operating lease right-of-use assets, net 100,727 — 100,727 — — — Goodwill 708,285 — 708,285 747,325 — 747,325 Intangible assets, net 397,412 (13,732) 383,680 438,929 (14,678) 424,251 b Deferred income tax assets 16,202 120 16,322 9,171 796 9,967 c Other noncurrent assets 17,667 — 17,667 18,490 — 18,490 Total assets $ 1,702,889 $ (13,690) $ 1,689,199 $ 1,665,935 $ (13,882) $ 1,652,053 Liabilities and Stockholders' Equity (Deficit) Current liabilities Accounts payables $ 90,924 $ — $ 90,924 $ 77,194 $ — $ 77,194 Related party payables 6,184 7,628 13,812 14,172 — 14,172 c Income tax payable 4,898 — 4,898 6,967 — 6,967 Accrued liabilities 63,138 41,880 105,018 31,805 38,412 70,217 a, c Accrued compensation and benefits 57,961 (2,216) 55,745 49,738 (2,459) 47,279 c Accrued interest 23,928 — 23,928 23,795 — 23,795 Customer deposits 28,410 — 28,410 36,542 — 36,542 Deferred revenue 19,966 — 19,966 15,933 — 15,933 Obligation for claim payment 46,063 — 46,063 56,554 — 56,554 Current portion of finance lease liabilities 15,961 — 15,961 14,785 — 14,785 Current portion of operating lease liabilities 27,368 — 27,368 — — — Current portion of long-term debts 32,821 — 32,821 21,170 — 21,170 Total current liabilities 417,622 47,292 464,914 348,655 35,953 384,608 Long-term debt, net of current maturities 1,336,152 — 1,336,152 1,277,029 — 1,277,029 Finance lease liabilities, net of current portion 27,231 — 27,231 26,474 — 26,474 Pension liabilities 25,514 2,216 27,730 26,081 2,459 28,540 c Deferred income tax liabilities 12,439 2 12,441 5,478 — 5,478 c Long-term income tax liabilities 3,158 — 3,158 3,470 — 3,470 Operating lease liabilities, net of current portion 78,290 — 78,290 — — — Other long-term liabilities 6,747 — 6,747 13,879 — 13,879 Total liabilities 1,907,153 49,510 1,956,663 1,701,066 38,412 1,739,478 Commitments and Contingencies Shareholders' equity (deficit) Common Stock 15 — 15 15 — 15 Preferred Stock 1 — 1 1 — 1 Additional paid-in capital 482,018 (36,566) 445,452 482,018 (36,566) 445,452 Treasury stock (10,342) — (10,342) (249) — (249) Equity-based compensation 44,529 — 44,529 35,044 — 35,044 Accumulated deficit (707,787) (26,776) (734,563) (540,041) (15,703) (555,744) Accumulated other comprehensive loss: Foreign currency translation adjustment (3,173) 142 (3,031) (462) (25) (487) Unrealized pension actuarial losses, net of tax (9,525) — (9,525) (11,457) — (11,457) Total accumulated other comprehensive loss (12,698) 142 (12,556) (11,919) (25) (11,944) Total stockholders' equity (deficit) (204,264) (63,200) (267,464) (35,131) (52,294) (87,425) Total liabilities and equity $ 1,702,889 $ (13,690) $ 1,689,199 $ 1,665,935 $ (13,882) $ 1,652,053 As of March 31, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $41.5 million to accrued liabilities at March 31, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $13.7 million of decrease to intangible assets, net at March 31, 2019. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $7.6 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $0.3 million in cash and cash equivalents and decrease of $0.3 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.2 million to Accrued compensation and benefits and an increase of $2.2 million to pension liabilities. (iii) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.4 million to accrued liabilities. As of March 31, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $38.4 million to accrued liabilities at March 31, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $14.7 million of decrease to intangible assets, net at March 31, 2018. (c) Other Misstatement Adjustments: Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $2.1 million in cash and cash equivalents and decrease of $2.1 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.5 million to Accrued compensation and benefits and an increase of $2.5 million to pension liabilities. (iii) The correction of all misstatements resulted in an increase of $0.8 million to deferred income tax assets. Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) (Unaudited) As of June 30, 2019 As of June 30, 2018 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Assets Current assets Cash and cash equivalents $ 18,449 $ (43) $ 18,406 $ 55,783 $ 1,178 $ 56,961 c Restricted cash 4,977 43 5,020 31,088 (1,178) 29,910 c Accounts receivable, net 266,660 — 266,660 262,260 — 262,260 Related party receivables 206 — 206 — — — Inventories, net 16,735 — 16,735 15,088 — 15,088 Prepaid expenses and other current assets 23,791 (78) 23,713 24,108 — 24,108 c Total current assets 330,818 (78) 330,740 388,327 — 388,327 Property, plant and equipment, net 125,018 — 125,018 135,585 — 135,585 Operating lease right-of-use assets, net 96,498 — 96,498 — — — Goodwill 708,246 — 708,246 748,708 — 748,708 Intangible assets, net 387,775 (15,771) 372,004 419,725 (14,268) 405,457 b Deferred income tax assets 16,181 120 16,301 15,280 796 16,076 c Other noncurrent assets 14,714 — 14,714 21,276 — 21,276 Total assets $ 1,679,250 $ (15,729) $ 1,663,521 $ 1,728,901 $ (13,472) $ 1,715,429 Liabilities and Stockholders' Equity (Deficit) Current liabilities Accounts payables $ 99,089 $ — $ 99,089 $ 86,304 $ — $ 86,304 Related party payables 238 11,433 11,671 11,987 5,036 17,023 c Income tax payable 2,525 — 2,525 5,385 — 5,385 Accrued liabilities 59,487 42,778 102,265 40,737 39,114 79,851 a, c Accrued compensation and benefits 52,493 (2,275) 50,218 50,905 (2,496) 48,409 c Accrued interest 48,935 — 48,935 48,885 — 48,885 Customer deposits 28,914 — 28,914 36,997 — 36,997 Deferred revenue 19,428 — 19,428 20,654 — 20,654 Obligation for claim payment 41,496 — 41,496 94,233 — 94,233 Current portion of finance lease liabilities 15,897 — 15,897 16,568 — 16,568 Current portion of operating lease liabilities 27,444 — 27,444 — — — Current portion of long-term debts 38,929 — 38,929 16,299 3,500 19,799 Total current liabilities 434,875 51,936 486,811 428,954 45,154 474,108 Long-term debt, net of current maturities 1,331,898 — 1,331,898 1,281,697 (3,500) 1,278,197 Finance lease liabilities, net of current portion 25,772 — 25,772 25,193 — 25,193 Pension liabilities 24,866 2,275 27,141 30,471 2,496 32,967 c Deferred income tax liabilities 15,896 2 15,898 5,016 — 5,016 c Long-term income tax liabilities 2,842 — 2,842 3,470 — 3,470 Operating lease liabilities, net of current portion 74,290 — 74,290 — — — Other long-term liabilities 7,882 — 7,882 16,208 — 16,208 Total liabilities 1,918,321 54,213 1,972,534 1,791,009 44,150 1,835,159 Commitments and Contingencies Shareholders' equity (deficit) Common Stock 15 — 15 15 — 15 Preferred Stock 1 — 1 1 — 1 Additional paid-in capital 482,018 (36,566) 445,452 482,018 (36,566) 445,452 Treasury stock (10,949) — (10,949) (3,728) — (3,728) Equity-based compensation 47,190 — 47,190 36,980 — 36,980 Accumulated deficit (742,616) (33,518) (776,134) (565,222) (21,031) (586,253) Accumulated other comprehensive loss: Foreign currency translation adjustment (5,461) 142 (5,319) (1,341) (25) (1,366) Unrealized pension actuarial losses, net of tax (9,269) — (9,269) (10,831) — (10,831) Total accumulated other comprehensive loss (14,730) 142 (14,588) (12,172) (25) (12,197) Total stockholders' equity (deficit) (239,071) (69,942) (309,013) (62,108) (57,622) (119,730) Total liabilities and equity $ 1,679,250 $ (15,729) $ 1,663,521 $ 1,728,901 $ (13,472) $ 1,715,429 As of June 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $42.3 million to accrued liabilities at June 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $15.8 million of decrease to intangible assets, net at June 30, 2019. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $11.4 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in a decrease of $0.04 million in cash and cash equivalents and increase of $0.04 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.3 million to Accrued compensation and benefits and an increase of $2.3 million to pension liabilities. (iii) Correction of non-accrual of legal expenses related to 2019 resulted in an increase of $0.5 million to accrued liabilities. As of June 30, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $39.1 million to accrued liabilities at June 30, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $14.3 million of decrease to intangible assets, net at June 30, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $5.0 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $1.2 million in cash and cash equivalents and decrease of $1.2 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.5 million to Accrued compensation and benefits and an increase of $2.5 million to pension liabilities. (iii) Reclassification of debt between current and long-term resulted in an increase of $3.5 million to current portion of long-term debts and a decrease of $3.5 million to long-term debt, net of current maturities. (iv)The correction of all misstatements resulted in an increase of $0.8 million to deferred income tax assets. Exela Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands of United States dollars except share and per share amounts) (Unaudited) As of September 30, 2019 As of September 30, 2018 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Assets Current assets Cash and cash equivalents $ 10,312 $ (954) $ 9,358 $ 40,692 $ 514 $ 41,206 c Restricted cash 4,913 954 5,867 8,955 (514) 8,441 c Accounts receivable, net 260,438 — 260,438 253,986 — 253,986 Related party receivables 42 — 42 — — — Inventories, net 16,996 — 16,996 16,122 — 16,122 Prepaid expenses and other current assets 22,695 (78) 22,617 26,933 — 26,933 c Total current assets 315,396 (78) 315,318 346,688 — 346,688 Property, plant and equipment, net 119,469 — 119,469 131,156 — 131,156 Operating lease right-of-use assets, net 93,352 — 93,352 — — — Goodwill 609,458 2,524 611,982 749,762 — 749,762 Intangible assets, net 374,445 (17,331) 357,114 398,280 (13,385) 384,895 b Deferred income tax assets 15,830 120 15,950 14,810 796 15,606 c Other noncurrent assets 13,557 — 13,557 21,650 — 21,650 Total assets $ 1,541,507 $ (14,765) $ 1,526,742 $ 1,662,346 $ (12,589) $ 1,649,757 Liabilities and Stockholders' Equity (Deficit) Current liabilities Accounts payables $ 93,815 $ — $ 93,815 $ 90,673 $ — $ 90,673 Related party payables 274 9,933 10,207 10,756 5,036 15,792 c Income tax payable — — — 5,422 — 5,422 Accrued liabilities 60,994 43,103 104,097 41,397 39,862 81,259 a Accrued compensation and benefits 51,819 (2,183) 49,636 54,975 (2,511) 52,464 c Accrued interest 24,602 — 24,602 23,845 — 23,845 Customer deposits 30,161 — 30,161 39,419 — 39,419 Deferred revenue 17,368 — 17,368 18,084 — 18,084 Obligation for claim payment 43,267 — 43,267 52,889 — 52,889 Current portion of finance lease liabilities 15,172 — 15,172 15,926 — 15,926 Current portion of operating lease liabilities 26,604 — 26,604 — — — Current portion of long-term debts 37,237 — 37,237 20,062 — 20,062 Total current liabilities 401,313 50,853 452,166 373,448 42,387 415,835 Long-term debt, net of current maturities 1,367,583 — 1,367,583 1,307,884 — 1,307,884 Finance lease liabilities, net of current portion 24,159 — 24,159 22,945 — 22,945 Pension liabilities 26,667 2,183 28,850 30,376 2,511 32,887 c Deferred income tax liabilities 12,677 2 12,679 2,115 — 2,115 c Long-term income tax liabilities 2,892 — 2,892 3,470 — 3,470 Operating lease liabilities, net of current portion 71,661 — 71,661 — — — Other long-term liabilities 7,866 — 7,866 15,307 — 15,307 Total liabilities 1,914,818 53,038 1,967,856 1,755,545 44,898 1,800,443 Commitments and Contingencies Shareholders' equity (deficit) Common Stock 15 — 15 15 — 15 Preferred Stock 1 — 1 1 — 1 Additional paid-in capital 482,018 (36,566) 445,452 482,018 (36,566) 445,452 Treasury stock (10,949) — (10,949) (5,148) — (5,148) Equity-based compensation 48,411 — 48,411 38,601 — 38,601 Accumulated deficit (876,043) (31,379) (907,422) (594,162) (20,896) (615,058) Accumulated other comprehensive loss: Foreign currency translation adjustment (7,786) 142 (7,644) (3,833) (25) (3,858) Unrealized pension actuarial losses, net of tax (8,978) — (8,978) (10,691) — (10,691) Total accumulated other comprehensive loss (16,764) 142 (16,622) (14,524) (25) (14,549) Total stockholders' equity (deficit) (373,311) (67,803) (441,114) (93,199) (57,487) (150,686) Total liabilities and equity $ 1,541,507 $ (14,765) $ 1,526,742 $ 1,662,346 $ (12,589) $ 1,649,757 As of September 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $43.1 million to accrued liabilities at September 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $17.3 million of decrease to intangible assets, net at September 30, 2019. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $9.9 million to related party payables. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in a decrease of $1.0 million in cash and cash equivalents and increase of $1.0 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.2 million to Accrued compensation and benefits and an increase of $2.2 million to pension liabilities. (iii) Correction of goodwill impairment charges resulted in an increase of $2.5 million to goodwill. As of September 30, 2018 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $39.9 million to accrued liabilities at September 30, 2018. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $13.4 million of decrease to intangible assets, net at September 30, 2018. (c) Other Misstatement Adjustments: Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $5.0 million to related party payables for non-accrual of expenses related to reimbursement obligations under the Consent, Waiver and Amendment incurred by Ex-Sigma 2 required to be reimbursed pursuant to the terms of the Consent, Waiver and Amendment. Other Adjustments - Corrections to other misstatements were as follows: (i) Reclassification of operating accounts that are not restricted resulted in an increase of $0.5 million in cash and cash equivalents and decrease of $0.5 million to restricted cash. (ii) Reclassification of pension liabilities between long-term and short-term resulted in a decrease of $2.5 million to Accrued compensation and benefits and an increase of $2.5 million to pension liabilities. (iii) The correction of all misstatements resulted in an increase of $0.8 million to deferred income tax assets. The restated quarterly Consolidated Statements of Operations for the first three quarters of fiscal 2019 and each of the quarterly periods in fiscal 2018 are presented below: Exela Technologies, Inc. and Subsidiaries Consolidated Statement of Operations (in thousands of United States dollars) (Unaudited) For the Three Months Ended March 31, 2019 As Previously Restatement Restatement Reported Adjustment As Restated Reference Revenue $ 403,765 $ 592 $ 404,357 c Cost of revenue (exclusive of depreciation and amortization) 306,882 3,719 310,601 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 49,949 (272) 49,677 c Depreciation and amortization 28,020 (1,396) 26,624 b Related party expense 994 4 998 c Operating loss 17,920 (1,463) 16,457 Other expense (income), net: Interest expense, net 38,899 802 39,701 a Sundry expense (income), net 2,531 184 2,715 c Other expense (income), net 1,677 (184) 1,493 c Net loss before income taxes (25,187) (2,265) (27,452) Income tax (expense) benefit (4,720) — (4,720) Net loss $ (29,907) $ (2,265) $ (32,172) Cumulative dividends for Series A Preferred Stock (914) — (914) Net loss attributable to common stockholders $ (30,821) $ (2,265) $ (33,086) For the three months ended March 31, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $0.8 million to interest expense for the three months ended March 31, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $3.1 million of increase to cost of revenue and a decrease of $1.4 million to depreciation and amortization for the three months ended March 31, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $0.6 million to revenue and an increase of $0.6 million to cost of revenue for the three months ended March 31, 2019. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction of non-accrual of legal expenses resulted in a decrease of $0.3 million to selling, general and administrative expenses. (ii) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.2 million to sundry expense (income), net and a decrease of $0.2 million to other expense (loss), net. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands of United States dollars) (Unaudited) For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2019 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Revenue $ 390,160 $ 689 $ 390,849 $ 793,924 $ 1,282 $ 795,206 c Cost of revenue (exclusive of depreciation and amortization) 298,006 5,825 303,831 604,888 9,544 614,432 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 51,564 (402) 51,162 101,513 (674) 100,839 c Depreciation and amortization 27,191 (2,412) 24,779 55,211 (3,808) 51,403 b, c Related party expense 1,055 4,276 5,331 2,049 4,280 6,329 c Operating loss 12,344 (6,598) 5,746 30,263 (8,060) 22,203 Other expense (income), net: Interest expense, net 39,132 827 39,959 78,031 1,629 79,660 a Debt modification and extinguishment costs 1,404 — 1,404 1,404 — 1,404 Sundry expense (income), net (1,493) 182 (1,311) 1,038 366 1,404 c Other expense (income), net 2,709 (182) 2,527 4,386 (366) 4,020 c Net loss before income taxes (29,408) (7,425) (36,833) (54,596) (9,689) (64,285) Income tax (expense) benefit (4,738) — (4,738) (9,458) — (9,458) Net loss $ (34,146) $ (7,425) $ (41,571) $ (64,054) $ (9,689) $ (73,743) Cumulative dividends for Series A Preferred Stock (914) — (914) (1,828) — (1,828) Net loss attributable to common stockholders $ (35,060) $ (7,425) $ (42,485) $ (65,882) $ (9,689) $ (75,571) For the three months ended June 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $0.8 million to interest expense for the three months ended June 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $4.5 million of increase to cost of revenue and a decrease of $1.7 million to depreciation and amortization for the three months ended June 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $0.7 million to revenue and an increase of $0.7 million to cost of revenue for the three months ended June 30, 2019. Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $4.3 million to related party expense. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction to reclassify legal expenses and related party expenses to appropriate quarters resulted in a net decrease of $0.4 million to selling, general and administrative expenses. (ii) Correction of ASC 842 implementation related deferred rents resulted in an increase of $0.7 million to cost of revenue. (iii) Correction of amortization related to internally developed software resulted in $0.7 million of decrease to depreciation and amortization. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.2 million to sundry expense (income), net and a decrease of $0.2 million to other expense (loss), net. For the six months ended June 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $1.6 million to interest expense for the six months ended June 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $7.6 million of increase to cost of revenue and a decrease of $3.1 million to depreciation and amortization for the six months ended June 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $1.3 million to revenue and an increase of $1.3 million to cost of revenue for the six months ended June 30, 2019. Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $4.3 million to related party expense. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction of non-accrual of legal expenses resulted in a net decrease of $0.7 million to selling, general and administrative expenses. (ii) Correction of ASC 842 implementation related deferred rents resulted in an increase of $0.7 million to cost of revenue. (iii) Correction of amortization related to internally developed software resulted in $0.7 million of decrease to depreciation and amortization. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.4 million to sundry expense (income), net and a decrease of $0.4 million to other expense (loss), net. Exela Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands of United States dollars) (Unaudited) For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 As Previously Restatement As Previously Restatement Restatement Reported Adjustment As Restated Reported Adjustment As Restated Reference Revenue $ 372,917 $ 628 $ 373,545 $ 1,166,841 $ 1,910 $ 1,168,751 c Cost of revenue (exclusive of depreciation and amortization) 291,222 4,223 295,445 896,110 13,767 909,877 b, c Selling, general and administrative expenses (exclusive of depreciation and amortization) 50,372 (2,025) 48,347 151,884 (2,698) 149,186 c Depreciation and amortization 27,114 (2,035) 25,079 82,326 (5,844) 76,482 b, c Impairment of goodwill and other intangible assets 99,682 (2,524) 97,158 99,682 (2,524) 97,158 Related party expense 1,405 25 1,430 3,454 4,305 7,759 c Operating loss (96,878) 2,964 (93,914) (66,615) (5,096) (71,711) Other expense (income), net: Interest expense, net 39,747 826 40,573 117,778 2,457 120,235 a Debt modification and extinguishment costs — — — 1,404 — 1,404 Sundry expense (income), net (10) 175 165 1,028 541 1,569 c Other expense (income), net 581 (175) 406 4,965 (541) 4,424 c Net loss before income taxes (137,196) 2,138 (135,058) (191,790) (7,553) (199,343) Income tax (expense) benefit 3,769 — 3,769 (5,689) — (5,689) Net loss $ (133,427) $ 2,138 $ (131,289) $ (197,479) $ (7,553) $ (205,032) Cumulative dividends for Series A Preferred Stock (884) — (884) (2,712) — (2,712) Net loss attributable to common stockholders $ (134,311) $ 2,138 $ (132,173) $ (200,191) $ (7,553) $ (207,744) For the three months ended September 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $0.8 million to interest expense for the three months ended September 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $3.6 million of increase to cost of revenue and a decrease of $2.7 million to depreciation and amortization for the three months ended September 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $0.6 million to revenue and an increase of $0.6 million to cost of revenue for the three months ended September 30, 2019. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction to reclassify legal expenses and related party expenses to appropriate quarters resulted in a net decrease of $2.0 million to selling, general and administrative expenses. (ii) Correction to reclassify goodwill impairment charges resulted in a decrease of $2.5 million to goodwill (iii) Correction of amortization related to internally developed software resulted in $0.7 million of increase to depreciation and amortization. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.2 million to sundry expense (income), net and a decrease of $0.2 million to other expense (loss), net. For the nine months ended September 30, 2019 (a) Appraisal Action Liability Adjustments: The correction of this misstatement resulted in an increase of $2.5 million to interest expense for the nine months ended September 30, 2019. (b) Outsourced Contract Cost Adjustments: The correction of this misstatement resulted in $11.2 million of increase to cost of revenue and a decrease of $5.8 million to depreciation and amortization for the nine months ended September 30, 2019. (c) Other Misstatement Adjustments: Revenue Recognition Adjustments: The correction of this misstatement resulted in an increase of $1.9 million to revenue and an increase of $1.9 million to cost of revenue for the nine months ended September 30, 2019. Expense Reimbursement Adjustments: The correction of this misstatement resulted in an increase of $4.3 million to related party expense. Other Adjustments - Corrections to other misstatements were as follows: (i) Correction to reclassify legal expenses and related party expenses to appropriate quarters resulted in a net decrease of $2.7 million to selling, general and administrative expenses. (ii) Correction to reclassify goodwill impairment charges resulted in a decrease of $2.5 million to goodwill (iii) Correction of ASC 842 implementation related deferred rents resulted in an increase of $0.7 million to cost of revenue. (iv) Correction to reclassify foreign exchange transaction gain / loss resulted in an increase of $0.5 million to sundry expense (income), net and a decrease of $0.5 million to other expense (loss), net. Exela Technologies, Inc. and Subsidiaries Consolidated Statement of Operations (in thousands of Unit |
Description of the Business (De
Description of the Business (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Description of the Business | |
Number of segments | 3 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 |
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Goodwill and other intangible assets recorded | $ 0 | ||||
Net cash from trust | 27,000 | ||||
Accrued fees payable | $ 4,800 | ||||
Common stock, shares issued | 153,638,836 | 152,692,140 | |||
Ex-Sigma 2, LLC | |||||
Principal amount | $ 55,800 | ||||
Common stock, shares issued | 84,912,500 | ||||
Exposure to loss | $ 0 | ||||
Ex-Sigma 2, LLC | Exela Technologies, Inc [Member] | |||||
Ownership percentage | 54.90% | ||||
SourceHOV | |||||
Fiscal period duration | 365 days | ||||
Novitex | |||||
Fiscal period duration | 172 days |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Going Concern (Details) - USD ($) $ in Thousands | May 18, 2020 | Mar. 27, 2020 | Mar. 23, 2020 | Mar. 16, 2020 | Jan. 10, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 05, 2020 | Jan. 31, 2020 |
Net loss | $ (304,084) | $ (131,289) | $ (41,571) | $ (32,172) | $ (86,513) | $ (28,806) | $ (30,509) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) | |||||||
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | |||||||||||||||
Net cash used in operating activities | (42,648) | (21,653) | (14,838) | 44,612 | (47,357) | (7,391) | (63,851) | 23,600 | $ 51,777 | |||||||||||||
Working Capital Deficit | 147,100 | 123,500 | 147,100 | 123,500 | ||||||||||||||||||
Interest Paid on Long Term Debt | 144,500 | |||||||||||||||||||||
Litigation liability | $ 56,400 | |||||||||||||||||||||
Cash and cash equivalents | 6,198 | 9,358 | 18,406 | 8,559 | 36,206 | 41,206 | 56,961 | 29,010 | 18,406 | 56,961 | 9,358 | 41,206 | 6,198 | 36,206 | $ 94,100 | |||||||
Liquid cash | $ 13,400 | |||||||||||||||||||||
Accumulated deficit | (1,211,508) | $ (907,422) | $ (776,134) | $ (734,563) | $ (702,392) | $ (615,058) | $ (586,253) | $ (555,744) | $ (776,134) | $ (586,253) | $ (907,422) | $ (615,058) | (1,211,508) | $ (702,392) | ||||||||
Minimum Liquidity Amount | $ 35,000 | |||||||||||||||||||||
Cash Saving In Temporary Freeze Of Employee Related Cost | $ 23,400 | |||||||||||||||||||||
Cash Saving Due To Refund Of Tax Relating To Aid Relief | $ 29,000 | |||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||||
Minimum Liquidity Amount | 35,000 | |||||||||||||||||||||
Accounts Receivable Securitization Facility | ||||||||||||||||||||||
Liquid cash | 40,000 | 40,000 | ||||||||||||||||||||
Amount of facility | $ 160,000 | |||||||||||||||||||||
Facility term (years) | 5 years | |||||||||||||||||||||
Minimum Liquidity Amount | $ 40,000 | |||||||||||||||||||||
Credit Agreement | ||||||||||||||||||||||
Liquid cash | $ 35,000 | $ 35,000 | ||||||||||||||||||||
Minimum Liquidity Amount | $ 35,000 | |||||||||||||||||||||
Source HOV Tax, LLC | Gainline Source Intermediate Holdings LLC | ||||||||||||||||||||||
Procceds from membership interest sale | $ 2,000 | |||||||||||||||||||||
Source HOV Tax, LLC | Merco Holdings, LLC | Gainline Source Intermediate Holdings LLC | ||||||||||||||||||||||
Membership interests | 40,000 | |||||||||||||||||||||
Source HOV Tax, LLC | Subsequent Events | Gainline Source Intermediate Holdings LLC | ||||||||||||||||||||||
Procceds from membership interest sale | 2,000 | |||||||||||||||||||||
Source HOV Tax, LLC | Subsequent Events | Merco Holdings, LLC | Gainline Source Intermediate Holdings LLC | ||||||||||||||||||||||
Membership interests | $ 40,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Number of segments | 3 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Obligation For Claim Payment | ||
Restricted Cash | ||
Restricted cash | $ 39.1 | $ 56 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Basis of Presentation and Summary of Significant Accounting Policies | ||||||||
Inventories, net | $ 19,047 | $ 16,996 | $ 16,735 | $ 16,321 | $ 16,220 | $ 16,122 | $ 15,088 | $ 13,519 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019itemUSD ($) | |
Intangible Assets | |
Number of principal categories | $ | 2 |
Number of executives terminated | item | 4 |
Customer relationships | Minimum | |
Intangible Assets | |
Estimated useful life | 4 years |
Customer relationships | Maximum | |
Intangible Assets | |
Estimated useful life | 16 years |
Trademarks | |
Intangible Assets | |
Estimated useful life | 1 year |
Developed technology | Minimum | |
Intangible Assets | |
Estimated useful life | 5 years |
Developed technology | Maximum | |
Intangible Assets | |
Estimated useful life | 8 years 6 months |
Capitalized Software Costs | Minimum | |
Intangible Assets | |
Estimated useful life | 3 years |
Capitalized Software Costs | Maximum | |
Intangible Assets | |
Estimated useful life | 5 years |
Assembled workforce | |
Intangible Assets | |
Estimated useful life | 4 years |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Impairment related to property, plant and equipment, customer relationships, trademarks, developed technology, capitalized software or outsourced contract costs | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Derivative Instruments and Hedging Activities (Details) - Interest rate swap - Not designated as hedging instrument - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Term of hedging contract (in years) | 3 years | ||
Notional amount | $ 347.8 | $ 328.1 | |
Weighted Average Interest Rate | 1.9275% | ||
Gain on interest rate swaps | $ 4.3 | $ 2.5 |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Options to terminate - operating lease | True |
Options to extend - finance lease | true |
Options to extend - operating lease | True |
Options to terminate - finance lease | true |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenues | |||||||||||||||
Revenue | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | $ 795,206 | $ 803,549 | $ 1,168,751 | $ 1,186,579 | $ 1,562,337 | $ 1,586,222 | $ 1,145,891 |
United States | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 1,286,678 | 1,347,516 | 1,000,827 | ||||||||||||
EMEA | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 248,466 | 211,314 | 130,098 | ||||||||||||
Other | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 27,193 | 27,392 | 14,966 | ||||||||||||
ITPS | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 306,665 | 292,607 | 309,840 | 325,172 | 324,267 | 307,313 | 330,131 | 311,936 | 1,234,284 | 1,273,647 | 820,677 | ||||
ITPS | United States | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 958,625 | 1,034,941 | 675,613 | ||||||||||||
ITPS | EMEA | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 248,466 | 211,314 | 130,098 | ||||||||||||
ITPS | Other | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 27,193 | 27,392 | 14,966 | ||||||||||||
HS | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 69,806 | 62,132 | 63,440 | 61,343 | 56,293 | 56,776 | 56,314 | 58,632 | 256,721 | 228,015 | 233,595 | ||||
HS | United States | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | 256,721 | 228,015 | 233,595 | ||||||||||||
LLPS | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | $ 17,115 | $ 18,806 | $ 17,569 | $ 17,842 | $ 19,083 | $ 18,941 | $ 23,937 | $ 22,599 | 71,332 | 84,560 | 91,619 | ||||
LLPS | United States | |||||||||||||||
Disaggregation of Revenues | |||||||||||||||
Revenue | $ 71,332 | $ 84,560 | $ 91,619 |
Basis of Presentation and Su_14
Basis of Presentation and Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||||||||
Accounts receivable, net | $ 261,400 | $ 270,812 | $ 260,438 | $ 266,660 | $ 278,064 | $ 253,986 | $ 262,260 | $ 238,680 |
Deferred revenues | 16,621 | 16,940 | ||||||
Customer deposits | 27,765 | 34,235 | $ 30,161 | $ 28,914 | $ 28,410 | $ 39,419 | $ 36,997 | $ 36,542 |
Costs to obtain and fulfill a contract | 4,977 | 6,623 | ||||||
Unbilled receivables, net | 34,135 | 39,498 | ||||||
Revenue recognized from deferred revenue | 14,400 | |||||||
Amortization of contract costs | $ 2,900 | $ 3,100 | ||||||
Practical expedient on incremental costs of obtaining contracts | true |
Basis of Presentation and Su_15
Basis of Presentation and Summary of Significant Accounting Policies - Performance Obligations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Contracts with an original expected length | true |
2020 | $ 50,664 |
2021 | 38,586 |
2022 | 32,814 |
2023 | 27,408 |
2024 | 26,452 |
2025 and thereafter | 27,141 |
Total | $ 203,065 |
Basis of Presentation and Su_16
Basis of Presentation and Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Research and development costs | $ 1.7 | $ 2 | $ 2.3 |
Basis of Presentation and Su_17
Basis of Presentation and Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Advertising costs | $ 1.1 | $ 0.9 | $ 0.7 |
Basis of Presentation and Su_18
Basis of Presentation and Summary of Significant Accounting Policies - Operations (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Outside United States | ||
Long-lived assets | $ 33.7 | $ 34.4 |
Basis of Presentation and Su_19
Basis of Presentation and Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||
Net exchange gains (losses) | $ (35) | $ 323 | $ (288) | $ 1,156 | $ 173 | $ 2,040 | $ 511 | $ 1,180 | $ (1,382) |
Basis of Presentation and Su_20
Basis of Presentation and Summary of Significant Accounting Policies - Beneficial Conversion Feature (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Dividend equivalent on Series A Preferred Stock | $ 0 | $ 0 | $ 16,375 |
Basis of Presentation and Su_21
Basis of Presentation and Summary of Significant Accounting Policies - Net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 12, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 |
Net loss per share | |||||||||||||||||
Anti dilutive shares | 5,247,005 | 4,463,597 | 4,590,520 | ||||||||||||||
Net loss attributable to common stockholders | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (87,427) | $ (29,720) | $ (31,423) | $ (24,892) | $ (75,571) | $ (56,314) | $ (207,744) | $ (86,035) | $ (512,425) | $ (173,461) | $ (228,348) | ||
Weighted average common shares outstanding - basic and diluted | 145,718,936 | 147,773,089 | 104,914,382 | ||||||||||||||
Loss per share - Basic and diluted (in dollars per share) | $ (2.09) | $ (0.91) | $ (0.29) | $ (0.23) | $ (0.59) | $ (0.20) | $ (0.21) | $ (0.17) | $ (3.52) | $ (1.17) | $ (2.18) | ||||||
Common stock, shares returned | 4,570,734 | ||||||||||||||||
Series A Preferred Stock | |||||||||||||||||
Net loss per share | |||||||||||||||||
Number of anti-dilutive shares excluded from computation of diluted loss per share | 5,250,129 | ||||||||||||||||
Warrants | |||||||||||||||||
Net loss per share | |||||||||||||||||
Number of anti-dilutive shares excluded from computation of diluted loss per share | 35,000,000 |
Basis of Presentation and Su_22
Basis of Presentation and Summary of Significant Accounting Policies – Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Accumulated deficit | $ (1,211,508) | $ (907,422) | $ (776,134) | $ (734,563) | $ (702,392) | $ (615,058) | $ (586,253) | $ (555,744) |
ASU 2014-09 | ||||||||
Accumulated deficit | $ 12,800 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Mar. 26, 2020 | Jan. 30, 2020 | Sep. 21, 2017 | Jul. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Revenue | $ 393,586,000 | $ 373,545,000 | $ 390,849,000 | $ 404,357,000 | $ 399,643,000 | $ 383,030,000 | $ 410,382,000 | $ 393,167,000 | $ 795,206,000 | $ 803,549,000 | $ 1,168,751,000 | $ 1,186,579,000 | $ 1,562,337,000 | $ 1,586,222,000 | $ 1,145,891,000 | |||||||
Cost of revenue | 314,858,000 | 295,445,000 | 303,831,000 | 310,601,000 | 306,654,000 | 296,685,000 | 315,167,000 | 294,897,000 | 614,432,000 | 610,064,000 | 909,877,000 | 906,749,000 | 1,224,735,000 | 1,213,403,000 | 827,544,000 | |||||||
(Understatement) / overstatement of loss | $ (302,131,000) | $ (135,058,000) | $ (36,833,000) | $ (27,452,000) | $ (83,071,000) | $ (29,539,000) | $ (28,890,000) | $ (19,953,000) | (64,285,000) | (48,842,000) | (199,343,000) | (78,382,000) | $ (501,474,000) | $ (161,453,000) | $ (270,552,000) | |||||||
(Understatement) / overstatement of loss per share | $ (2.09) | $ (0.91) | $ (0.29) | $ (0.23) | $ (0.59) | $ (0.20) | $ (0.21) | $ (0.17) | $ (3.52) | $ (1.17) | $ (2.18) | |||||||||||
Related party expense | $ 1,742,000 | $ 1,430,000 | $ 5,331,000 | $ 998,000 | $ 3,664,000 | $ 775,000 | $ 6,783,000 | $ 1,181,000 | 6,329,000 | 7,964,000 | 7,759,000 | 8,739,000 | $ 9,501,000 | $ 12,403,000 | $ 33,431,000 | |||||||
Increase (Decrease) in Prepaid Expense and Other Assets | 632,000 | 5,567,000 | (1,260,000) | 1,603,000 | (2,377,000) | 5,770,000 | 4,825,000 | 2,820,000 | (1,029,000) | |||||||||||||
(Overstatement) / understatement of intangible assets, net | 342,443,000 | 357,114,000 | 372,004,000 | 383,680,000 | 395,020,000 | 384,895,000 | 405,457,000 | 424,251,000 | $ 342,443,000 | 372,004,000 | 405,457,000 | 357,114,000 | 384,895,000 | 342,443,000 | 395,020,000 | |||||||
Retained earnings | (1,211,508,000) | (907,422,000) | (776,134,000) | (734,563,000) | (702,392,000) | (615,058,000) | (586,253,000) | (555,744,000) | (1,211,508,000) | (776,134,000) | (586,253,000) | (907,422,000) | (615,058,000) | (1,211,508,000) | (702,392,000) | |||||||
Increase in pension liabilities | 25,681,000 | 28,850,000 | 27,141,000 | 27,730,000 | 27,641,000 | 32,887,000 | 32,967,000 | 28,540,000 | 25,681,000 | 27,141,000 | 32,967,000 | 28,850,000 | 32,887,000 | 25,681,000 | 27,641,000 | |||||||
Increase in interest expense | $ (43,216,000) | (40,573,000) | (39,959,000) | (39,701,000) | (38,999,000) | (39,087,000) | (39,229,000) | (38,676,000) | (79,660,000) | (77,905,000) | (120,235,000) | (116,992,000) | (163,449,000) | (155,991,000) | (129,676,000) | |||||||
Increase/ (decrease) to net cash flows provided investing activities | (7,444,000) | (7,047,000) | (18,059,000) | (15,490,000) | (20,511,000) | (22,575,000) | (25,182,000) | (58,752,000) | (441,382,000) | |||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | 19,530,000 | (13,413,000) | 12,358,000 | (23,330,000) | 39,268,000 | (1,321,000) | 59,139,000 | (2,605,000) | 436,413,000 | |||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | (42,648,000) | (21,653,000) | (14,838,000) | 44,612,000 | (47,357,000) | (7,391,000) | (63,851,000) | 23,600,000 | 51,777,000 | |||||||||||||
ASU 2016-15 | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | (34,500,000) | |||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | 34,500,000 | |||||||||||||||||||||
Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Revenue | 628,000 | 689,000 | 592,000 | 1,282,000 | 1,910,000 | (6,433,000) | ||||||||||||||||
Cost of revenue | 4,223,000 | 5,825,000 | 3,719,000 | 462,000 | 749,000 | 1,213,000 | 1,105,000 | 9,544,000 | 2,318,000 | 13,767,000 | 3,067,000 | 3,529,000 | (1,599,000) | |||||||||
(Understatement) / overstatement of loss | 2,138,000 | (7,425,000) | (2,265,000) | (2,166,000) | 134,000 | (5,327,000) | 16,000 | (9,689,000) | (5,311,000) | (7,553,000) | (5,177,000) | $ (7,343,000) | $ (6,021,000) | |||||||||
(Understatement) / overstatement of loss per share | $ (0.08) | $ (0.10) | ||||||||||||||||||||
Related party expense | 25,000 | 4,276,000 | 4,000 | 2,596,000 | 16,000 | 5,381,000 | 76,000 | 4,280,000 | 5,457,000 | 4,305,000 | 5,472,000 | $ 8,069,000 | ||||||||||
Increase (Decrease) in Prepaid Expense and Other Assets | $ 1,599,000 | |||||||||||||||||||||
(Overstatement) / understatement of intangible assets, net | (17,331,000) | (15,771,000) | (13,732,000) | (12,001,000) | (13,385,000) | (14,268,000) | (14,678,000) | (15,771,000) | (14,268,000) | (17,331,000) | (13,385,000) | (12,001,000) | ||||||||||
Retained earnings | (31,379,000) | (33,518,000) | (26,776,000) | (23,829,000) | (20,896,000) | (21,031,000) | (15,703,000) | (33,518,000) | (21,031,000) | (31,379,000) | (20,896,000) | (23,829,000) | ||||||||||
Increase in pension liabilities | 2,183,000 | 2,275,000 | 2,216,000 | 2,372,000 | 2,511,000 | 2,496,000 | 2,459,000 | 2,275,000 | 2,496,000 | 2,183,000 | 2,511,000 | 2,372,000 | ||||||||||
Increase in interest expense | (826,000) | (827,000) | (802,000) | (787,000) | (748,000) | (702,000) | (659,000) | (1,629,000) | (1,361,000) | (2,457,000) | (2,109,000) | (2,896,000) | (1,187,000) | |||||||||
Decrease in net income | 2,100,000 | 5,200,000 | ||||||||||||||||||||
Increase/ (decrease) to net cash flows provided investing activities | 5,561,000 | 1,596,000 | 10,440,000 | 3,695,000 | 14,304,000 | 5,427,000 | 7,552,000 | 10,992,000 | ||||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | (52,000) | (26,000) | (378,000) | (56,000) | (586,000) | (316,000) | (695,000) | (39,314,000) | ||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | (5,509,000) | (1,571,000) | (10,062,000) | (3,640,000) | (13,718,000) | (5,111,000) | (6,857,000) | 28,322,000 | ||||||||||||||
Adjustment | ASU 2016-15 | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | (100,000) | |||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | 100,000 | |||||||||||||||||||||
Selling, general and administrative expense | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Related party expense | 500,000 | $ 400,000 | ||||||||||||||||||||
Appraisal Action Liability Adjustments | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
(Understatement) / overstatement of loss | (2,400,000) | (2,900,000) | (1,200,000) | |||||||||||||||||||
Increase in accrued liabilities | 43,100,000 | 40,600,000 | 37,800,000 | |||||||||||||||||||
Increase in accrued liabilities | 43,100,000 | 40,600,000 | 37,800,000 | |||||||||||||||||||
Increase in interest expense | 2,900,000 | 1,200,000 | ||||||||||||||||||||
Appraisal Action Liability Adjustments | Novitex | Source HOV Tax, LLC | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Fair value of common stock per share | $ 4,591 | |||||||||||||||||||||
Appraisal Action Liability Adjustments | Novitex | Petitioners | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Number of shares owned | 10,304 | |||||||||||||||||||||
Amount awarded to petitioners | $ 57,698,426 | |||||||||||||||||||||
Appraisal Action Liability Adjustments | Ex-Sigma 2, LLC | Source HOV Tax, LLC | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Decrease in shares outstanding | 4,570,734 | |||||||||||||||||||||
Shares returned to company | 4,570,734 | |||||||||||||||||||||
Appraisal Action Liability Adjustments | Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase in accrued liabilities | 43,100,000 | 42,300,000 | 41,500,000 | 39,900,000 | 39,100,000 | 38,400,000 | ||||||||||||||||
Increase in accrued liabilities | 43,100,000 | 42,300,000 | 41,500,000 | 39,900,000 | 39,100,000 | 38,400,000 | ||||||||||||||||
Expense Reimbursement Adjustments | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase in related party payables | 9,900,000 | 11,400,000 | 7,600,000 | 11,400,000 | 9,900,000 | 7,600,000 | ||||||||||||||||
Related party expense | 4,300,000 | 5,500,000 | ||||||||||||||||||||
Expense Reimbursement Adjustments | Ex-Sigma 2, LLC | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase in related party payables | 7,600,000 | 7,600,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 7,600,000 | |||||||||||||||
Payment of selling, general and administrative expenses | $ 1,500,000 | |||||||||||||||||||||
(Understatement) / overstatement of loss | 1,700,000 | 5,200,000 | ||||||||||||||||||||
Related party expense | 4,500,000 | |||||||||||||||||||||
Expense Reimbursement Adjustments | Ex-Sigma 2, LLC | Secondary Public Offering | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Related party expense | $ 4,500,000 | |||||||||||||||||||||
Underwriting discount and commission expenses | $ 2,100,000 | |||||||||||||||||||||
Advisory fees | $ 300,000 | |||||||||||||||||||||
Expense related to discount to market price | 2,100,000 | |||||||||||||||||||||
Expense Reimbursement Adjustments | Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase in related party payables | 9,900,000 | 11,400,000 | 7,600,000 | 5,000,000 | 5,000,000 | 11,400,000 | 5,000,000 | 9,900,000 | 5,000,000 | |||||||||||||
(Understatement) / overstatement of loss | 1,500,000 | (2,100,000) | (2,400,000) | |||||||||||||||||||
Related party expense | 2,100,000 | 5,400,000 | 4,300,000 | 5,500,000 | 2,400,000 | |||||||||||||||||
Increase in related party payables | 2,600,000 | 100,000 | 8,100,000 | |||||||||||||||||||
Revenue Recognition Adjustments | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Revenue | 6,400,000 | |||||||||||||||||||||
Cost of revenue | 1,600,000 | |||||||||||||||||||||
Increase / (decrease) in cost of revenue | (1,600,000) | |||||||||||||||||||||
Revenue Recognition Adjustments | Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Revenue | 600,000 | 700,000 | 600,000 | 1,300,000 | 1,900,000 | (6,400,000) | ||||||||||||||||
Cost of revenue | 600,000 | 700,000 | 600,000 | 1,300,000 | 1,900,000 | |||||||||||||||||
(Understatement) / overstatement of loss | (4,800,000) | |||||||||||||||||||||
Increase (Decrease) in Prepaid Expense and Other Assets | 1,600,000 | |||||||||||||||||||||
Deferred revenue | (6,400,000) | |||||||||||||||||||||
Outsourced Contract Cost Adjustments | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
(Overstatement) / understatement of intangible assets, net | (12,000,000) | (12,000,000) | ||||||||||||||||||||
Additions to outsourcing contract costs | 4,000,000 | |||||||||||||||||||||
Depreciation and amortization | 7,400,000 | |||||||||||||||||||||
Increase / (decrease) in cost of revenue | 4,200,000 | |||||||||||||||||||||
Decrease in depreciation and amortization | 7,400,000 | |||||||||||||||||||||
Increase/ (decrease) to net cash flows provided investing activities | 7,600,000 | 11,000,000 | ||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | (11,400,000) | (11,000,000) | ||||||||||||||||||||
Outsourced Contract Cost Adjustments | Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Revenue | 3,600,000 | 3,100,000 | ||||||||||||||||||||
Cost of revenue | 4,500,000 | 1,200,000 | 700,000 | 1,200,000 | 1,100,000 | 7,600,000 | 11,200,000 | 3,000,000 | ||||||||||||||
(Understatement) / overstatement of loss | 5,300,000 | 3,200,000 | ||||||||||||||||||||
(Overstatement) / understatement of intangible assets, net | 17,300,000 | 12,000,000 | 17,300,000 | 12,000,000 | ||||||||||||||||||
Retained earnings | (15,400,000) | (15,400,000) | ||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | (3,800,000) | 2,300,000 | 6,700,000 | 4,800,000 | 8,900,000 | 7,400,000 | ||||||||||||||||
Cash Flows Classification Adjustments | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase/ (decrease) to net cash flows provided investing activities | 7,500,000 | 11,000,000 | ||||||||||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | 34,500,000 | |||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | 14,300,000 | 100,000 | ||||||||||||||||||||
Other Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase in accrued liabilities | 700,000 | |||||||||||||||||||||
Increase in cash and cash equivalents | 10,600,000 | |||||||||||||||||||||
Decrease in restricted cash | 10,600,000 | |||||||||||||||||||||
Decrease in accrued compensation and benefits | 2,400,000 | |||||||||||||||||||||
Increase in pension liabilities | 2,400,000 | 2,400,000 | ||||||||||||||||||||
Decrease in other long-term liabilities | 700,000 | |||||||||||||||||||||
Increase in accrued liabilities | 700,000 | |||||||||||||||||||||
Increase / (decrease) in cost of revenue | (700,000) | |||||||||||||||||||||
Increase in selling, general and administrative expense | 300,000 | |||||||||||||||||||||
Increase in income tax expense | 800,000 | |||||||||||||||||||||
Other Adjustment | Adjustment | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Cost of revenue | 700,000 | $ 700,000 | 700,000 | 700,000 | ||||||||||||||||||
Related party expense | 4,300,000 | |||||||||||||||||||||
Increase in accrued liabilities | 500,000 | 400,000 | ||||||||||||||||||||
Increase in cash and cash equivalents | 1,000,000 | 40,000 | 300,000 | 500,000 | 1,200,000 | 2,100,000 | ||||||||||||||||
Decrease in accrued compensation and benefits | 2,200,000 | 2,300,000 | 2,200,000 | 2,500,000 | 2,500,000 | 2,500,000 | ||||||||||||||||
Increase in pension liabilities | $ 2,200,000 | 2,300,000 | 2,200,000 | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | $ 2,300,000 | $ 2,500,000 | $ 2,200,000 | $ 2,500,000 | ||||||||||||
Increase in accrued liabilities | $ 500,000 | $ 400,000 | ||||||||||||||||||||
Lease Termination Adjustments | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | (600,000) | (200,000) | ||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | $ 600,000 | 200,000 | ||||||||||||||||||||
Fees Paid To Quinpario | ||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ||||||||||||||||||||||
Increase/ (decrease) to net cash flows provided by financing activities | (4,700,000) | |||||||||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | $ 4,700,000 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 05, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||||||||||
Cash and cash equivalents | $ 94,100 | $ 6,198 | $ 9,358 | $ 18,406 | $ 8,559 | $ 36,206 | $ 41,206 | $ 56,961 | $ 29,010 | ||
Restricted cash | 7,901 | 5,867 | 5,020 | 4,701 | 7,648 | 8,441 | 29,910 | 10,421 | |||
Accounts receivable, net | 261,400 | 260,438 | 266,660 | 278,064 | 270,812 | 253,986 | 262,260 | 238,680 | |||
Inventories, net | 19,047 | 16,996 | 16,735 | 16,321 | 16,220 | 16,122 | 15,088 | 13,519 | |||
Prepaid expenses and other current assets | 23,663 | 22,617 | 23,713 | 25,252 | 24,937 | 26,933 | 24,108 | 27,520 | |||
Total current assets | 318,925 | 315,318 | 330,740 | 332,897 | 355,823 | 346,688 | 388,327 | 319,150 | |||
Property, plant and equipment, net of accumulated depreciation of $154,060 | 113,637 | 119,469 | 125,018 | 129,621 | 132,986 | 131,156 | 135,585 | 132,870 | |||
Goodwill | 359,771 | 611,982 | 708,246 | 708,285 | 708,258 | 749,762 | 748,708 | 747,325 | $ 747,325 | ||
Intangible assets, net | 342,443 | 357,114 | 372,004 | 383,680 | 395,020 | 384,895 | 405,457 | 424,251 | |||
Deferred income tax assets | 12,032 | 15,950 | 16,301 | 16,322 | 16,345 | 15,606 | 16,076 | 9,967 | |||
Other noncurrent assets | 17,889 | 13,557 | 14,714 | 17,667 | 19,391 | 21,650 | 21,276 | 18,490 | |||
Total assets | 1,258,324 | 1,526,742 | 1,663,521 | 1,689,199 | 1,627,823 | 1,649,757 | 1,715,429 | 1,652,053 | |||
Current liabilities | |||||||||||
Accounts payables | 86,167 | 93,815 | 99,089 | 90,924 | 99,853 | 90,673 | 86,304 | 77,194 | |||
Related party payables | 1,740 | 10,207 | 11,671 | 13,812 | 15,363 | 15,792 | 17,023 | 14,172 | |||
Income tax payable | 352 | 2,525 | 4,898 | 1,996 | 5,422 | 5,385 | 6,967 | ||||
Accrued liabilities | 121,553 | 104,097 | 102,265 | 105,018 | 107,355 | 81,259 | 79,851 | 70,217 | |||
Accrued compensation and benefits | 48,574 | 49,636 | 50,218 | 55,745 | 52,211 | 52,464 | 48,409 | 47,279 | |||
Accrued interest | 48,769 | 24,602 | 48,935 | 23,928 | 49,071 | 23,845 | 48,885 | 23,795 | |||
Customer deposits | 27,765 | 30,161 | 28,914 | 28,410 | 34,235 | 39,419 | 36,997 | 36,542 | |||
Deferred revenue | 16,282 | 17,368 | 19,428 | 19,966 | 16,504 | 18,084 | 20,654 | 15,933 | |||
Obligation for claim payment | 39,156 | 43,267 | 41,496 | 46,063 | 56,002 | 52,889 | 94,233 | 56,554 | |||
Current portion of finance lease liabilities, ASC 840 | 17,498 | ||||||||||
Current portion of long-term debts | 36,490 | 37,237 | 38,929 | 32,821 | 29,237 | 20,062 | 19,799 | 21,170 | |||
Total current liabilities | 465,981 | 452,166 | 486,811 | 464,914 | 479,325 | 415,835 | 474,108 | 384,608 | |||
Long-term debt, net of current maturities | 1,398,385 | 1,367,583 | 1,331,898 | 1,336,152 | 1,306,423 | 1,307,884 | 1,278,197 | 1,277,029 | |||
Finance lease liabilities, net of current portion, ASC 840 | 26,738 | ||||||||||
Pension liabilities | 25,681 | 28,850 | 27,141 | 27,730 | 27,641 | 32,887 | 32,967 | 28,540 | |||
Deferred income tax liabilities | 7,996 | 12,679 | 15,898 | 12,441 | 11,214 | 2,115 | 5,016 | 5,478 | |||
Long-term income tax liabilities | 2,806 | 2,892 | 2,842 | 3,158 | 3,024 | 3,470 | 3,470 | 3,470 | |||
Other long-term liabilities | 6,962 | 7,866 | 7,882 | 6,747 | 14,717 | 15,307 | 16,208 | 13,879 | |||
Total liabilities | 2,001,365 | 1,967,856 | 1,972,534 | 1,956,663 | 1,869,082 | 1,800,443 | 1,835,159 | 1,739,478 | |||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 152,692,140 shares issued and 150,142,955 shares outstanding (including the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action) | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 15 | |||
Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,569,233 shares issued and outstanding | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||
Additional paid in capital | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | |||
Less: common stock held in treasury, at cost; 2,549,185 shares | (10,949) | (10,949) | (10,949) | (10,342) | (10,342) | (5,148) | (3,728) | (249) | |||
Equity-based compensation | 49,336 | 48,411 | 47,190 | 44,529 | 41,731 | 38,601 | 36,980 | 35,044 | |||
Accumulated deficit | (1,211,508) | (907,422) | (776,134) | (734,563) | (702,392) | (615,058) | (586,253) | (555,744) | |||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | (7,329) | (7,644) | (5,319) | (3,031) | (6,423) | (3,858) | (1,366) | (487) | |||
Unrealized pension actuarial losses, net of tax | (8,059) | (8,978) | (9,269) | (9,525) | (9,301) | (10,691) | (10,831) | (11,457) | |||
Total accumulated other comprehensive loss | (15,388) | (16,622) | (14,588) | (12,556) | (15,724) | (14,549) | (12,197) | (11,944) | |||
Total stockholders’ deficit | (743,041) | (441,114) | (309,013) | (267,464) | (241,259) | (150,686) | (119,730) | (87,425) | $ (51,796) | $ (339,901) | |
Total liabilities and stockholders’ deficit | $ 1,258,324 | 1,526,742 | 1,663,521 | 1,689,199 | 1,627,823 | 1,649,757 | 1,715,429 | 1,652,053 | |||
As previously reported | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | 10,312 | 18,449 | 8,262 | 25,615 | 40,692 | 55,783 | 26,882 | ||||
Restricted cash | 4,913 | 4,977 | 4,998 | 18,239 | 8,955 | 31,088 | 12,549 | ||||
Accounts receivable, net | 260,438 | 266,660 | 278,064 | 270,812 | 253,986 | 262,260 | 238,680 | ||||
Inventories, net | 16,996 | 16,735 | 16,321 | 16,220 | 16,122 | 15,088 | 13,519 | ||||
Prepaid expenses and other current assets | 22,695 | 23,791 | 25,330 | 25,015 | 26,933 | 24,108 | 27,520 | ||||
Total current assets | 315,396 | 330,818 | 332,975 | 355,901 | 346,688 | 388,327 | 319,150 | ||||
Property, plant and equipment, net of accumulated depreciation of $154,060 | 119,469 | 125,018 | 129,621 | 132,986 | 131,156 | 135,585 | 132,870 | ||||
Goodwill | 609,458 | 708,246 | 708,285 | 708,258 | 749,762 | 748,708 | 747,325 | ||||
Intangible assets, net | 374,445 | 387,775 | 397,412 | 407,021 | 398,280 | 419,725 | 438,929 | ||||
Deferred income tax assets | 15,830 | 16,181 | 16,202 | 16,225 | 14,810 | 15,280 | 9,171 | ||||
Other noncurrent assets | 13,557 | 14,714 | 17,667 | 19,391 | 21,650 | 21,276 | 18,490 | ||||
Total assets | 1,541,507 | 1,679,250 | 1,702,889 | 1,639,782 | 1,662,346 | 1,728,901 | 1,665,935 | ||||
Current liabilities | |||||||||||
Accounts payables | 93,815 | 99,089 | 90,924 | 99,853 | 90,673 | 86,304 | 77,194 | ||||
Related party payables | 274 | 238 | 6,184 | 7,735 | 10,756 | 11,987 | 14,172 | ||||
Income tax payable | 2,525 | 4,898 | 1,996 | 5,422 | 5,385 | 6,967 | |||||
Accrued liabilities | 60,994 | 59,487 | 63,138 | 66,008 | 41,397 | 40,737 | 31,805 | ||||
Accrued compensation and benefits | 51,819 | 52,493 | 57,961 | 54,583 | 54,975 | 50,905 | 49,738 | ||||
Accrued interest | 24,602 | 48,935 | 23,928 | 49,071 | 23,845 | 48,885 | 23,795 | ||||
Customer deposits | 30,161 | 28,914 | 28,410 | 34,235 | 39,419 | 36,997 | 36,542 | ||||
Deferred revenue | 17,368 | 19,428 | 19,966 | 16,504 | 18,084 | 20,654 | 15,933 | ||||
Obligation for claim payment | 43,267 | 41,496 | 46,063 | 56,002 | 52,889 | 94,233 | 56,554 | ||||
Current portion of finance lease liabilities, ASC 840 | 17,498 | ||||||||||
Current portion of long-term debts | 37,237 | 38,929 | 32,821 | 29,237 | 20,062 | 16,299 | 21,170 | ||||
Total current liabilities | 401,313 | 434,875 | 417,622 | 432,722 | 373,448 | 428,954 | 348,655 | ||||
Long-term debt, net of current maturities | 1,367,583 | 1,331,898 | 1,336,152 | 1,306,423 | 1,307,884 | 1,281,697 | 1,277,029 | ||||
Finance lease liabilities, net of current portion, ASC 840 | 26,738 | ||||||||||
Pension liabilities | 26,667 | 24,866 | 25,514 | 25,269 | 30,376 | 30,471 | 26,081 | ||||
Deferred income tax liabilities | 12,677 | 15,896 | 12,439 | 11,212 | 2,115 | 5,016 | 5,478 | ||||
Long-term income tax liabilities | 2,892 | 2,842 | 3,158 | 3,024 | 3,470 | 3,470 | 3,470 | ||||
Other long-term liabilities | 7,866 | 7,882 | 6,747 | 15,400 | 15,307 | 16,208 | 13,879 | ||||
Total liabilities | 1,914,818 | 1,918,321 | 1,907,153 | 1,820,788 | 1,755,545 | 1,791,009 | 1,701,066 | ||||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 152,692,140 shares issued and 150,142,955 shares outstanding (including the 4,570,734 shares returned to the Company in the first quarter of 2020 in connection with the Appraisal Action) | 15 | 15 | 15 | 15 | 15 | 15 | 15 | ||||
Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,569,233 shares issued and outstanding | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||
Additional paid in capital | 482,018 | 482,018 | 482,018 | 482,018 | 482,018 | 482,018 | 482,018 | ||||
Less: common stock held in treasury, at cost; 2,549,185 shares | (10,949) | (10,949) | (10,342) | (10,342) | (5,148) | (3,728) | (249) | ||||
Equity-based compensation | 48,411 | 47,190 | 44,529 | 41,731 | 38,601 | 36,980 | 35,044 | ||||
Accumulated deficit | (876,043) | (742,616) | (707,787) | (678,563) | (594,162) | (565,222) | (540,041) | ||||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | (7,786) | (5,461) | (3,173) | (6,565) | (3,833) | (1,341) | (462) | ||||
Unrealized pension actuarial losses, net of tax | (8,978) | (9,269) | (9,525) | (9,301) | (10,691) | (10,831) | (11,457) | ||||
Total accumulated other comprehensive loss | (16,764) | (14,730) | (12,698) | (15,866) | (14,524) | (12,172) | (11,919) | ||||
Total stockholders’ deficit | (373,311) | (239,071) | (204,264) | (181,006) | (93,199) | (62,108) | (35,131) | ||||
Total liabilities and stockholders’ deficit | 1,541,507 | 1,679,250 | 1,702,889 | 1,639,782 | 1,662,346 | 1,728,901 | 1,665,935 | ||||
Adjustment | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | (954) | (43) | 297 | 10,591 | 514 | 1,178 | 2,128 | ||||
Restricted cash | 954 | 43 | (297) | (10,591) | (514) | (1,178) | (2,128) | ||||
Prepaid expenses and other current assets | (78) | (78) | (78) | (78) | |||||||
Total current assets | (78) | (78) | (78) | (78) | |||||||
Goodwill | 2,524 | ||||||||||
Intangible assets, net | (17,331) | (15,771) | (13,732) | (12,001) | (13,385) | (14,268) | (14,678) | ||||
Deferred income tax assets | 120 | 120 | 120 | 120 | 796 | 796 | 796 | ||||
Total assets | (14,765) | (15,729) | (13,690) | (11,959) | (12,589) | (13,472) | (13,882) | ||||
Current liabilities | |||||||||||
Related party payables | 9,933 | 11,433 | 7,628 | 7,628 | 5,036 | 5,036 | |||||
Accrued liabilities | 43,103 | 42,778 | 41,880 | 41,347 | 39,862 | 39,114 | 38,412 | ||||
Accrued compensation and benefits | (2,183) | (2,275) | (2,216) | (2,372) | (2,511) | (2,496) | (2,459) | ||||
Current portion of long-term debts | 3,500 | ||||||||||
Total current liabilities | 50,853 | 51,936 | 47,292 | 46,603 | 42,387 | 45,154 | 35,953 | ||||
Long-term debt, net of current maturities | (3,500) | ||||||||||
Pension liabilities | 2,183 | 2,275 | 2,216 | 2,372 | 2,511 | 2,496 | 2,459 | ||||
Deferred income tax liabilities | 2 | 2 | 2 | 2 | |||||||
Other long-term liabilities | (683) | ||||||||||
Total liabilities | 53,038 | 54,213 | 49,510 | 48,294 | 44,898 | 44,150 | 38,412 | ||||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Additional paid in capital | (36,566) | (36,566) | (36,566) | (36,566) | (36,566) | (36,566) | (36,566) | ||||
Accumulated deficit | (31,379) | (33,518) | (26,776) | (23,829) | (20,896) | (21,031) | (15,703) | ||||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | 142 | 142 | 142 | 142 | (25) | (25) | (25) | ||||
Total accumulated other comprehensive loss | 142 | 142 | 142 | 142 | (25) | (25) | (25) | ||||
Total stockholders’ deficit | (67,803) | (69,942) | (63,200) | (60,253) | (57,487) | (57,622) | (52,294) | ||||
Total liabilities and stockholders’ deficit | $ (14,765) | $ (15,729) | $ (13,690) | $ (11,959) | $ (12,589) | $ (13,472) | $ (13,882) |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements - Consolidated Balance Sheets - Parentheticals (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets | ||||
Accounts receivable, allowance for doubtful accounts | $ 4,975 | $ 4,359 | ||
Accumulated depreciation on property, plant and equipment | $ 176,995 | $ 154,060 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 1,600,000,000 | 1,600,000,000 | ||
Common stock, shares issued | 153,638,836 | 152,692,140 | ||
Common stock, shares outstanding | 150,851,689 | 150,142,955 | ||
Common stock, shares returned | 4,570,734 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 4,294,233 | 4,569,233 | ||
Preferred stock, shares outstanding | 4,294,233 | 4,569,233 | ||
Common stock held in treasury at cost (in shares) | 2,787,147 | 2,549,185 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements - Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | $ 795,206 | $ 803,549 | $ 1,168,751 | $ 1,186,579 | $ 1,562,337 | $ 1,586,222 | $ 1,145,891 |
Cost of revenue (exclusive of depreciation and amortization) | 314,858 | 295,445 | 303,831 | 310,601 | 306,654 | 296,685 | 315,167 | 294,897 | 614,432 | 610,064 | 909,877 | 906,749 | 1,224,735 | 1,213,403 | 827,544 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 49,678 | 48,347 | 51,162 | 49,677 | 48,114 | 44,897 | 46,378 | 45,519 | 100,839 | 91,897 | 149,186 | 136,794 | 198,864 | 184,908 | 220,955 |
Depreciation and amortization | 24,421 | 25,079 | 24,779 | 26,624 | 33,684 | 33,410 | 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | ||||||||
Related party expense | 1,742 | 1,430 | 5,331 | 998 | 3,664 | 775 | 6,783 | 1,181 | 6,329 | 7,964 | 7,759 | 8,739 | 9,501 | 12,403 | 33,431 |
Operating loss | (249,512) | (93,914) | 5,746 | 16,457 | (40,600) | 7,263 | 7,310 | 15,331 | 22,203 | 22,642 | (71,711) | 29,904 | (321,223) | (10,696) | (104,366) |
Other expense (income), net: | |||||||||||||||
Interest expense, net | 43,216 | 40,573 | 39,959 | 39,701 | 38,999 | 39,087 | 39,229 | 38,676 | 79,660 | 77,905 | 120,235 | 116,992 | 163,449 | 155,991 | 129,676 |
Debt modification and extinguishment costs | 1,404 | 1,067 | 1,404 | 1,404 | 1,067 | 1,404 | 1,067 | 35,512 | |||||||
Sundry expense (income), net | 600 | (165) | 1,311 | (2,715) | (905) | 2,283 | 2,122 | (229) | (1,404) | 1,893 | (1,569) | 4,176 | 969 | (3,271) | 2,295 |
Other expense (income), net | 10,003 | 406 | 2,527 | 1,493 | 2,567 | (1,069) | (907) | (3,621) | 4,020 | (4,528) | 4,424 | (5,597) | 14,429 | (3,030) | (1,297) |
Net loss before income taxes | (302,131) | (135,058) | (36,833) | (27,452) | (83,071) | (29,539) | (28,890) | (19,953) | (64,285) | (48,842) | (199,343) | (78,382) | (501,474) | (161,453) | (270,552) |
Income tax (expense) benefit | (1,953) | 3,769 | (4,738) | (4,720) | (3,442) | 733 | (1,619) | (4,025) | (9,458) | (5,644) | (5,689) | (4,911) | (7,642) | (8,353) | 61,068 |
Net loss | (304,084) | (131,289) | (41,571) | (32,172) | (86,513) | (28,806) | (30,509) | (23,978) | (73,743) | (54,486) | (205,032) | (83,293) | (509,116) | (169,806) | (209,484) |
Dividend equivalent on Series A Preferred Stock related to beneficial conversion feature | 0 | 0 | (16,375) | ||||||||||||
Cumulative dividends for Series A Preferred Stock | (597) | (884) | (914) | (914) | (914) | (914) | (914) | (914) | (1,828) | (1,828) | (2,712) | (2,742) | (3,309) | (3,655) | (2,489) |
Net loss attributable to common stockholders | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (87,427) | $ (29,720) | $ (31,423) | $ (24,892) | (75,571) | (56,314) | (207,744) | (86,035) | $ (512,425) | $ (173,461) | $ (228,348) |
Loss per share - Basic and diluted (in dollars per share) | $ (2.09) | $ (0.91) | $ (0.29) | $ (0.23) | $ (0.59) | $ (0.20) | $ (0.21) | $ (0.17) | $ (3.52) | $ (1.17) | $ (2.18) | ||||
As previously reported | |||||||||||||||
Revenue | $ 372,917 | $ 390,160 | $ 403,765 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | 793,924 | 803,549 | 1,166,841 | 1,186,579 | $ 1,586,222 | $ 1,152,324 | ||
Cost of revenue (exclusive of depreciation and amortization) | 291,222 | 298,006 | 306,882 | 306,192 | 295,936 | 313,954 | 293,792 | 604,888 | 607,746 | 896,110 | 903,682 | 1,209,874 | 829,143 | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 50,372 | 51,564 | 49,949 | 47,420 | 44,913 | 46,723 | 45,595 | 101,513 | 92,318 | 151,884 | 137,231 | 184,651 | 220,955 | ||
Depreciation and amortization | 27,114 | 27,191 | 28,020 | 36,057 | 35,041 | 36,368 | 38,019 | 55,211 | 74,386 | 82,326 | 109,428 | 145,485 | 98,890 | ||
Impairment of goodwill and other intangible assets | 99,682 | 48,127 | 99,682 | 48,127 | 69,437 | ||||||||||
Related party expense | 1,405 | 1,055 | 994 | 1,068 | 759 | 1,402 | 1,105 | 2,049 | 2,507 | 3,454 | 3,267 | 4,334 | 33,431 | ||
Operating loss | (96,878) | 12,344 | 17,920 | (39,221) | 6,381 | 11,935 | 14,656 | 30,263 | 26,592 | (66,615) | 32,971 | (6,249) | (99,532) | ||
Other expense (income), net: | |||||||||||||||
Interest expense, net | 39,747 | 39,132 | 38,899 | 38,212 | 38,339 | 38,527 | 38,017 | 78,031 | 76,544 | 117,778 | 114,883 | 153,095 | 128,489 | ||
Debt modification and extinguishment costs | 1,404 | 1,067 | 1,404 | 1,404 | 1,067 | 1,067 | 35,512 | ||||||||
Sundry expense (income), net | 10 | 1,493 | (2,531) | (1,689) | 2,571 | 2,325 | 64 | (1,038) | 2,389 | (1,028) | 4,961 | (3,271) | 2,295 | ||
Other expense (income), net | 581 | 2,709 | 1,677 | 1,783 | (781) | (704) | (3,328) | 4,386 | (4,032) | 4,965 | (4,813) | (3,030) | (1,297) | ||
Net loss before income taxes | (137,196) | (29,408) | (25,187) | (80,905) | (29,673) | (23,563) | (19,969) | (54,596) | (43,531) | (191,790) | (73,205) | (154,110) | (264,531) | ||
Income tax (expense) benefit | 3,769 | (4,738) | (4,720) | (3,496) | 733 | (1,619) | (4,025) | (9,458) | (5,644) | (5,689) | (4,911) | (8,407) | 60,246 | ||
Net loss | (133,427) | (34,146) | (29,907) | (84,401) | (28,940) | (25,182) | (23,994) | (64,054) | (49,175) | (197,479) | (78,116) | (162,517) | (204,285) | ||
Dividend equivalent on Series A Preferred Stock related to beneficial conversion feature | (16,375) | ||||||||||||||
Cumulative dividends for Series A Preferred Stock | (884) | (914) | (914) | (914) | (914) | (914) | (914) | (1,828) | (1,828) | (2,712) | (2,742) | (3,655) | (2,489) | ||
Net loss attributable to common stockholders | (134,311) | (35,060) | (30,821) | (85,315) | (29,854) | (26,096) | (24,908) | (65,882) | (51,003) | (200,191) | (80,858) | $ (166,172) | $ (223,149) | ||
Loss per share - Basic and diluted (in dollars per share) | $ (1.09) | $ (2.08) | |||||||||||||
Adjustment | |||||||||||||||
Revenue | 628 | 689 | 592 | 1,282 | 1,910 | $ (6,433) | |||||||||
Cost of revenue (exclusive of depreciation and amortization) | 4,223 | 5,825 | 3,719 | 462 | 749 | 1,213 | 1,105 | 9,544 | 2,318 | 13,767 | 3,067 | $ 3,529 | (1,599) | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | (2,025) | (402) | (272) | 694 | (16) | (345) | (76) | (674) | (421) | (2,698) | (437) | 257 | |||
Depreciation and amortization | (2,035) | (2,412) | (1,396) | (2,373) | (1,631) | (1,624) | (1,780) | (3,808) | (3,404) | (5,844) | (5,035) | (7,408) | |||
Impairment of goodwill and other intangible assets | (2,524) | (2,524) | |||||||||||||
Related party expense | 25 | 4,276 | 4 | 2,596 | 16 | 5,381 | 76 | 4,280 | 5,457 | 4,305 | 5,472 | 8,069 | |||
Operating loss | 2,964 | (6,598) | (1,463) | (1,379) | 882 | (4,625) | 675 | (8,060) | (3,950) | (5,096) | (3,067) | (4,447) | (4,834) | ||
Other expense (income), net: | |||||||||||||||
Interest expense, net | 826 | 827 | 802 | 787 | 748 | 702 | 659 | 1,629 | 1,361 | 2,457 | 2,109 | 2,896 | 1,187 | ||
Sundry expense (income), net | (175) | (182) | (184) | 784 | (288) | (203) | (293) | (366) | (496) | (541) | (785) | ||||
Other expense (income), net | (175) | (182) | (184) | 784 | (288) | (203) | (293) | (366) | (496) | (541) | (784) | ||||
Net loss before income taxes | 2,138 | (7,425) | (2,265) | (2,166) | 134 | (5,327) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,343) | (6,021) | ||
Income tax (expense) benefit | 54 | 54 | 822 | ||||||||||||
Net loss | 2,138 | (7,425) | (2,265) | (2,112) | 134 | (5,327) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,289) | (5,199) | ||
Net loss attributable to common stockholders | $ 2,138 | $ (7,425) | $ (2,265) | $ (2,112) | $ 134 | $ (5,327) | $ 16 | $ (9,689) | $ (5,311) | $ (7,553) | $ (5,177) | $ (7,289) | $ (5,199) | ||
Loss per share - Basic and diluted (in dollars per share) | $ (0.08) | $ (0.10) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements - Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consolidated Statements of Comprehensive Loss | |||||||||||||||
Net Loss | $ (304,084) | $ (131,289) | $ (41,571) | $ (32,172) | $ (86,513) | $ (28,806) | $ (30,509) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) |
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | (2,325) | (2,288) | 3,392 | (2,566) | (2,492) | (879) | (268) | 1,104 | (1,147) | (1,221) | (3,639) | (906) | (6,204) | 3,328 | |
Unrealized pension actuarial gains (losses), net of tax | 291 | 256 | (224) | 1,390 | 140 | 626 | (403) | 32 | 223 | 323 | 363 | 1,242 | 1,753 | 1,285 | |
Total other comprehensive loss, net of tax | (133,323) | (43,603) | (29,004) | (87,689) | (31,158) | (30,762) | (24,649) | (72,607) | (55,410) | (205,930) | (86,569) | $ (508,780) | (174,257) | (204,871) | |
As previously reported | |||||||||||||||
Consolidated Statements of Comprehensive Loss | |||||||||||||||
Net Loss | (133,427) | (34,146) | (29,907) | (84,401) | (28,940) | (25,182) | (23,994) | (64,054) | (49,175) | (197,479) | (78,116) | (162,517) | (204,285) | ||
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | (2,325) | (2,288) | 3,392 | (2,733) | (2,492) | (879) | (268) | 1,104 | (1,147) | (1,221) | (3,639) | (6,371) | 3,353 | ||
Unrealized pension actuarial gains (losses), net of tax | 291 | 256 | (224) | 1,390 | 140 | 626 | (403) | 32 | 223 | 323 | 363 | 1,753 | 1,285 | ||
Total other comprehensive loss, net of tax | (135,461) | (36,178) | (26,739) | (85,744) | (31,292) | (25,435) | (24,665) | (62,918) | (50,099) | (198,377) | (81,392) | (167,135) | (199,647) | ||
Adjustment | |||||||||||||||
Consolidated Statements of Comprehensive Loss | |||||||||||||||
Net Loss | 2,138 | (7,425) | (2,265) | (2,112) | 134 | (5,327) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,289) | (5,199) | ||
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | 167 | 167 | (25) | ||||||||||||
Total other comprehensive loss, net of tax | $ 2,138 | $ (7,425) | $ (2,265) | $ (1,945) | $ 134 | $ (5,327) | $ 16 | $ (9,689) | $ (5,311) | $ (7,553) | $ (5,177) | $ (7,122) | $ (5,224) |
Restatement of Previously Iss_8
Restatement of Previously Issued Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||||||||||||||
Net loss | $ (32,172) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) | ||||||
Adjustments to reconcile net loss | |||||||||||||||
Depreciation and amortization | $ 24,421 | $ 25,079 | $ 24,779 | 26,624 | $ 33,684 | $ 33,410 | $ 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Fees paid in stock | 28,573 | ||||||||||||||
HGM contract termination fee paid in stock | 10,000 | ||||||||||||||
Original issue discount and debt issuance cost amortization | 2,852 | 2,595 | 5,749 | 5,272 | 8,730 | 8,062 | 11,777 | 10,913 | 12,280 | ||||||
Debt modification and extinguishment costs | 1,049 | 1,049 | 103 | 1,049 | 103 | 34,459 | |||||||||
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | ||||||||
Provision for doubtful accounts | 800 | 481 | 3,334 | 1,857 | 4,402 | 2,470 | 4,304 | 2,767 | 500 | ||||||
Deferred income tax provision | 1,076 | 835 | 4,623 | 705 | 1,632 | (3,689) | 1,093 | 3,220 | (67,545) | ||||||
Share-based compensation expense | 2,798 | 959 | 5,459 | 2,895 | 6,903 | 4,516 | 7,827 | 7,647 | 6,743 | ||||||
Foreign currency remeasurement | 35 | (323) | 288 | (1,156) | (173) | (2,040) | (511) | (1,180) | 1,382 | ||||||
Loss (gain) on sale of assets | 54 | 279 | 85 | 1,395 | 123 | 2,048 | 556 | 2,687 | 556 | ||||||
Fair value adjustment for interest rate swap | 1,677 | (3,328) | 4,385 | (4,675) | 4,965 | (5,456) | 4,337 | (2,540) | (1,297) | ||||||
Additions to outsource contract costs | (2,434) | (492) | (2,860) | (1,377) | (3,130) | (2,360) | (1,285) | (4,009) | (10,992) | ||||||
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||||||||
Accounts receivable | (8,742) | (10,875) | 624 | (19,813) | 3,501 | (6,374) | 4,410 | (19,319) | (4,832) | ||||||
Prepaid expenses and other assets | (632) | (5,567) | 1,260 | (1,603) | 2,377 | (5,770) | (4,825) | (2,820) | 1,029 | ||||||
Accounts payable and accrued liabilities | (33,033) | (18,205) | (12,595) | 42,038 | (41,146) | (21,348) | (19,588) | 8,815 | 77,171 | ||||||
Related party payables | (1,551) | (273) | (3,899) | 2,578 | (5,198) | 1,347 | (14,339) | 918 | 4,907 | ||||||
Net cash provided by (used in) operating activities | (42,648) | (21,653) | (14,838) | 44,612 | (47,357) | (7,391) | (63,851) | 23,600 | 51,777 | ||||||
Cash flows from investing activities | |||||||||||||||
Purchase of property, plant and equipment | (5,572) | (5,957) | (9,072) | (10,244) | (10,797) | (14,077) | (14,360) | (20,072) | (14,440) | ||||||
Additions to internally developed software | (1,879) | (1,092) | (4,007) | (2,115) | (5,074) | (3,080) | (6,182) | (7,438) | (7,843) | ||||||
Cash acquired in Quinpario reverse merger | 91 | ||||||||||||||
Cash paid in acquisition, net of cash received | (5,000) | (4,145) | (5,000) | (6,513) | (5,000) | (34,810) | (423,797) | ||||||||
Proceeds from sale of assets | 7 | 2 | 20 | 1,014 | 360 | 1,095 | 360 | 3,568 | 4,607 | ||||||
Net cash provided by (used in) investing activities | (7,444) | (7,047) | (18,059) | (15,490) | (20,511) | (22,575) | (25,182) | (58,752) | (441,382) | ||||||
Cash flows from financing activities | |||||||||||||||
Change in bank overdraft | (210) | ||||||||||||||
Proceeds from issuance of stock | 204,417 | ||||||||||||||
Cash received from Quinpario, net of transaction costs | 22,333 | ||||||||||||||
Repurchases of common stock | (2,872) | (3,480) | (3,479) | (3,480) | (4,899) | (3,480) | (7,221) | (249) | |||||||
Contribution from Shareholders | 20,548 | ||||||||||||||
Cash paid for equity issuance costs | (7,500) | (7,500) | (7,500) | (7,500) | (149) | ||||||||||
Lease terminations | (45) | (26) | (95) | (56) | (314) | (213) | (318) | (592) | (157) | ||||||
Retirement of previous credit facilities | (1,055,736) | ||||||||||||||
Cash paid for debt issuance costs | (7) | (7) | (130) | (7) | (130) | (38,784) | |||||||||
Principal payments on finance lease obligations | (5,077) | (4,803) | (9,180) | (8,404) | (13,598) | (12,594) | (20,465) | (16,068) | (11,361) | ||||||
Borrowings from senior secured revolving facility | 51,000 | 25,000 | 68,000 | 30,000 | 130,500 | 30,000 | 206,500 | 30,000 | 72,600 | ||||||
Repayments on senior secured revolving facility | (21,000) | (25,000) | (68,000) | (30,000) | (91,500) | (30,000) | (141,500) | (30,000) | (72,500) | ||||||
Proceeds from issuance of notes | 977,500 | ||||||||||||||
Proceeds from senior secured term loans | 29,850 | 29,850 | 30,000 | 29,850 | 30,000 | 343,000 | |||||||||
Borrowings from other loans | 6,904 | 1,863 | 14,092 | 2,152 | 21,530 | 3,068 | 39,153 | 11,557 | 3,116 | ||||||
Principal repayments on senior secured term loans and other loans | (10,498) | (2,947) | (21,248) | (6,043) | (32,996) | (9,053) | (53,678) | (12,651) | (27,955) | ||||||
Net cash provided by (used in) financing activities | 19,530 | (13,413) | 12,358 | (23,330) | 39,268 | (1,321) | 59,139 | (2,605) | 436,413 | ||||||
Effect of exchange rates on cash | (32) | 55 | 111 | (410) | (29) | (555) | 139 | 122 | 429 | ||||||
Net decrease in cash and cash equivalents | (30,594) | (42,058) | (20,428) | 5,382 | (28,629) | (31,842) | (29,755) | (37,635) | 47,237 | ||||||
Cash, restricted cash, and cash equivalents | |||||||||||||||
Beginning of period | 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,871 | 39,431 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | 34,252 |
End of period | 14,099 | 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,871 | 39,431 | 23,426 | 86,871 | 15,225 | 49,647 | 14,099 | 43,854 | 81,489 |
Supplemental cash flow data: | |||||||||||||||
Income tax payments, net of refunds received | 1,356 | 1,053 | 5,181 | 3,864 | 6,981 | 5,296 | 7,882 | 7,827 | 5,711 | ||||||
Interest paid | 60,573 | 66,192 | 71,211 | 76,353 | 131,744 | 136,396 | 144,456 | 146,076 | 69,622 | ||||||
Noncash investing and financing activities: | |||||||||||||||
Assets acquired through right-of-use arrangements | 4,097 | 4,432 | 6,778 | 7,787 | 9,352 | 9,318 | 10,732 | 14,920 | 6,973 | ||||||
Leasehold improvements funded by lessor | 1,540 | 1,565 | 1,565 | 146 | |||||||||||
Issuance of common stock as consideration for Novitex | 244,800 | ||||||||||||||
Accrued capital expenditures | 809 | 1,101 | 1,083 | 1,144 | 2,388 | 1,994 | 1,402 | 2,820 | 1,621 | ||||||
Dividend equivalent on Series A Preferred Stock | 0 | 0 | 16,375 | ||||||||||||
Liability assumed of Quinpario | 4,698 | ||||||||||||||
As previously reported | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | (29,907) | (23,994) | (64,054) | (49,175) | (197,479) | (78,116) | (162,517) | (204,285) | |||||||
Adjustments to reconcile net loss | |||||||||||||||
Depreciation and amortization | 27,114 | 27,191 | 28,020 | 36,057 | 35,041 | 36,368 | 38,019 | 55,211 | 74,386 | 82,326 | 109,428 | 145,485 | 98,890 | ||
Fees paid in stock | 23,875 | ||||||||||||||
HGM contract termination fee paid in stock | 10,000 | ||||||||||||||
Original issue discount and debt issuance cost amortization | 2,852 | 2,595 | 5,749 | 5,272 | 8,730 | 8,062 | 10,913 | 12,280 | |||||||
Debt modification and extinguishment costs | 1,049 | 1,049 | |||||||||||||
Impairment of goodwill and other intangible assets | 99,682 | 48,127 | 99,682 | 48,127 | 69,437 | ||||||||||
Provision for doubtful accounts | 800 | 481 | 3,334 | 1,857 | 4,402 | 2,470 | 2,767 | 500 | |||||||
Deferred income tax provision | 1,076 | 835 | 4,623 | 705 | 1,632 | (3,689) | 3,352 | (66,723) | |||||||
Share-based compensation expense | 2,798 | 959 | 5,459 | 2,895 | 6,903 | 4,516 | 7,647 | 6,743 | |||||||
Foreign currency remeasurement | 35 | (323) | 288 | (1,156) | (173) | (2,040) | (1,180) | 1,382 | |||||||
Loss (gain) on sale of assets | 9 | 253 | (10) | 1,340 | (191) | 1,835 | 2,095 | 399 | |||||||
Fair value adjustment for interest rate swap | 1,677 | (3,328) | 4,385 | (4,675) | 4,965 | (5,456) | (2,540) | (1,297) | |||||||
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||||||||
Accounts receivable | (8,742) | (10,875) | 624 | (19,813) | 3,501 | (6,374) | (19,319) | (4,832) | |||||||
Prepaid expenses and other assets | (632) | (5,567) | 1,260 | (1,603) | 2,377 | (5,770) | (2,820) | 2,628 | |||||||
Accounts payable and accrued liabilities | (33,574) | (18,864) | (14,991) | 40,677 | (43,861) | (23,457) | 5,157 | 69,551 | |||||||
Related party payables | (1,551) | (273) | (7,703) | (2,458) | (7,502) | (3,689) | (6,710) | 4,907 | |||||||
Net cash provided by (used in) operating activities | (37,139) | (20,082) | (4,776) | 48,252 | (33,639) | (2,280) | 30,457 | 23,455 | |||||||
Cash flows from investing activities | |||||||||||||||
Purchase of property, plant and equipment | (5,572) | (5,957) | (9,072) | (10,244) | (10,797) | (14,077) | (20,072) | (14,440) | |||||||
Additions to internally developed software | (1,879) | (1,092) | (4,007) | (2,115) | (5,074) | (3,080) | (7,438) | (7,843) | |||||||
Additions to outsourcing contract costs | (5,561) | (1,596) | (10,440) | (3,695) | (14,304) | (5,427) | (7,552) | (10,992) | |||||||
Cash acquired in Quinpario reverse merger | 91 | ||||||||||||||
Cash paid in acquisition, net of cash received | (5,000) | (4,145) | (5,000) | (6,513) | (34,810) | (423,797) | |||||||||
Proceeds from sale of assets | 7 | 2 | 20 | 1,014 | 360 | 1,095 | 3,568 | 4,607 | |||||||
Net cash provided by (used in) investing activities | (13,005) | (8,643) | (28,499) | (19,185) | (34,815) | (28,002) | (66,304) | (452,374) | |||||||
Cash flows from financing activities | |||||||||||||||
Change in bank overdraft | (210) | ||||||||||||||
Loss on extinguishment of debt | 1,067 | 35,512 | |||||||||||||
Proceeds from issuance of stock | 204,417 | ||||||||||||||
Cash received from Quinpario, net of transaction costs | 27,031 | ||||||||||||||
Repurchases of common stock | (2,872) | (3,480) | (3,479) | (3,480) | (4,899) | (7,221) | (249) | ||||||||
Contribution from Shareholders | 20,548 | ||||||||||||||
Cash paid for equity issuance costs | (7,500) | (7,500) | (7,500) | (7,500) | (149) | ||||||||||
Retirement of previous credit facilities | (1,055,736) | ||||||||||||||
Cash paid for debt issuance costs | (362) | (362) | (1,094) | (1,094) | (39,837) | ||||||||||
Principal payments on finance lease obligations | (5,077) | (4,803) | (9,180) | (8,404) | (13,598) | (12,594) | (16,068) | (11,361) | |||||||
Borrowings from senior secured revolving facility | 51,000 | 25,000 | 68,000 | 30,000 | 130,500 | 30,000 | 30,000 | 72,600 | |||||||
Repayments on senior secured revolving facility | (21,000) | (25,000) | (68,000) | (30,000) | (91,500) | (30,000) | (30,000) | (72,500) | |||||||
Proceeds from issuance of notes | 977,500 | ||||||||||||||
Proceeds from senior secured term loans | 29,850 | 29,850 | 30,000 | 30,000 | 343,000 | ||||||||||
Borrowings from other loans | 566 | 1,863 | 1,544 | 2,152 | 1,728 | 3,068 | 11,557 | 3,116 | |||||||
Principal repayments on senior secured term loans and other loans | (4,153) | (2,947) | (8,417) | (6,043) | (12,922) | (9,053) | (12,651) | (27,955) | |||||||
Net cash provided by (used in) financing activities | 19,582 | (13,387) | 12,736 | (23,274) | 39,854 | (1,005) | (1,910) | 475,727 | |||||||
Effect of exchange rates on cash | (32) | 55 | 111 | (410) | (29) | (555) | 122 | 429 | |||||||
Net decrease in cash and cash equivalents | (30,594) | (42,057) | (20,428) | 5,383 | (28,629) | (31,842) | (37,635) | 47,237 | |||||||
Cash, restricted cash, and cash equivalents | |||||||||||||||
Beginning of period | $ 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,872 | 39,432 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | $ 43,854 | 81,489 | 34,252 |
End of period | 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,872 | 39,432 | 23,426 | 86,872 | 15,225 | 49,647 | 43,854 | 81,489 | ||
Supplemental cash flow data: | |||||||||||||||
Income tax payments, net of refunds received | 1,356 | 1,053 | 5,181 | 3,864 | 6,981 | 5,296 | 7,827 | 5,711 | |||||||
Interest paid | 60,573 | 66,192 | 71,240 | 76,353 | 131,773 | 136,396 | 146,076 | 69,622 | |||||||
Noncash investing and financing activities: | |||||||||||||||
Assets acquired through right-of-use arrangements | 4,097 | 4,432 | 6,778 | 7,787 | 9,352 | 9,318 | 14,920 | 6,973 | |||||||
Leasehold improvements funded by lessor | 1,540 | 1,565 | 1,565 | 146 | |||||||||||
Issuance of common stock as consideration for Novitex | 244,800 | ||||||||||||||
Accrued capital expenditures | 809 | 1,101 | 1,083 | 1,144 | 1,083 | 1,994 | 2,820 | 1,621 | |||||||
Dividend equivalent on Series A Preferred Stock | 16,375 | ||||||||||||||
Liability assumed of Quinpario | 4,672 | ||||||||||||||
Adjustment | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | (2,265) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,289) | (5,199) | |||||||
Adjustments to reconcile net loss | |||||||||||||||
Depreciation and amortization | (2,035) | $ (2,412) | (1,396) | $ (2,373) | (1,631) | (1,624) | (1,780) | (3,808) | (3,404) | (5,844) | (5,035) | (7,408) | |||
Fees paid in stock | 4,698 | ||||||||||||||
Debt modification and extinguishment costs | 400 | 103 | 103 | 34,459 | |||||||||||
Impairment of goodwill and other intangible assets | $ (2,524) | (2,524) | |||||||||||||
Deferred income tax provision | (132) | (822) | |||||||||||||
Loss (gain) on sale of assets | 45 | 26 | 95 | 55 | 314 | 213 | 592 | 157 | |||||||
Additions to outsource contract costs | (2,434) | (492) | (2,860) | (1,377) | (3,130) | (2,360) | (4,009) | (10,992) | |||||||
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||||||||
Prepaid expenses and other assets | (1,599) | ||||||||||||||
Accounts payable and accrued liabilities | 541 | 659 | 2,396 | 1,361 | 2,715 | 2,109 | 3,658 | 7,620 | |||||||
Related party payables | 3,804 | 5,036 | 2,304 | 5,036 | 7,628 | ||||||||||
Net cash provided by (used in) operating activities | (5,509) | (1,571) | (10,062) | (3,640) | (13,718) | (5,111) | (6,857) | 28,322 | |||||||
Cash flows from investing activities | |||||||||||||||
Additions to outsourcing contract costs | 5,561 | 1,596 | 10,440 | 3,695 | 14,304 | 5,427 | 7,552 | 10,992 | |||||||
Net cash provided by (used in) investing activities | 5,561 | 1,596 | 10,440 | 3,695 | 14,304 | 5,427 | 7,552 | 10,992 | |||||||
Cash flows from financing activities | |||||||||||||||
Loss on extinguishment of debt | (1,067) | (35,512) | |||||||||||||
Cash received from Quinpario, net of transaction costs | (4,698) | ||||||||||||||
Lease terminations | (45) | (26) | (95) | (56) | (314) | (213) | (592) | (157) | |||||||
Cash paid for debt issuance costs | 355 | 355 | 964 | 964 | 1,053 | ||||||||||
Borrowings from other loans | 6,338 | 12,548 | 19,802 | ||||||||||||
Principal repayments on senior secured term loans and other loans | (6,345) | (12,831) | (20,074) | ||||||||||||
Net cash provided by (used in) financing activities | $ (52) | (26) | (378) | (56) | (586) | $ (316) | $ (695) | (39,314) | |||||||
Net decrease in cash and cash equivalents | (1) | (1) | |||||||||||||
Cash, restricted cash, and cash equivalents | |||||||||||||||
Beginning of period | $ (1) | (1) | |||||||||||||
End of period | $ (1) | $ (1) | $ (1) | ||||||||||||
Supplemental cash flow data: | |||||||||||||||
Interest paid | $ (29) | (29) | |||||||||||||
Noncash investing and financing activities: | |||||||||||||||
Accrued capital expenditures | $ 1,305 | ||||||||||||||
Liability assumed of Quinpario | $ 26 |
Business Combinations - Asterio
Business Combinations - Asterion (Details) - USD ($) $ in Thousands | Apr. 10, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Assets Acquired: | ||||||||||
Goodwill | $ 359,771 | $ 611,982 | $ 708,246 | $ 708,285 | $ 708,258 | $ 749,762 | $ 748,708 | $ 747,325 | $ 747,325 | |
Asterion | ||||||||||
Business Combinations and Acquisitions | ||||||||||
Purchase price | $ 19,500 | |||||||||
Assets Acquired: | ||||||||||
Cash and cash equivalents | 5,595 | |||||||||
Accounts receivable | 25,740 | |||||||||
Other current assets | 2,282 | |||||||||
Inventories, net | 1,137 | |||||||||
Property, plant, and equipment, net | 4,747 | |||||||||
Deferred income tax assets | 6,316 | |||||||||
Other noncurrent assets | 522 | |||||||||
Intangible assets, net | 3,525 | |||||||||
Goodwill | 1,493 | |||||||||
Total identifiable assets acquired | 51,357 | |||||||||
Liabilities Assumed: | ||||||||||
Accounts payable | (5,596) | |||||||||
Income tax payable | (5) | |||||||||
Accrued liabilities | (6,593) | |||||||||
Accrued compensation and benefits | (7,079) | |||||||||
Deferred revenue | (880) | |||||||||
Current portion of long term debt | (994) | |||||||||
Customer deposits | (462) | |||||||||
Pension liabilities | (7,135) | |||||||||
Other long-term liabilities | (1,324) | |||||||||
Deferred income tax liabilities | (1,171) | |||||||||
Capital lease obligations, net of current maturities | (650) | |||||||||
Total liabilities assumed | (31,889) | |||||||||
Total Consideration | $ 19,468 |
Business Combinations - Intangi
Business Combinations - Intangible Assets - Asterion (Details) - Asterion - USD ($) $ in Thousands | Apr. 10, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets | |||
Revenue since acquisition date | $ 73,900 | $ 59,700 | |
Customer relationships | |||
Intangible Assets | |||
Weighted Average Useful Life (in years) | 9 years 6 months | ||
Fair value | $ 3,516 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Accounts Receivable. | ||||||||
Billed receivables | $ 222,168 | $ 226,252 | ||||||
Unbilled receivables | 34,135 | 39,498 | ||||||
Other | 10,072 | 9,421 | ||||||
Less: Allowance for doubtful accounts | (4,975) | (4,359) | ||||||
Accounts Receivable, net | $ 261,400 | $ 260,438 | $ 266,660 | $ 278,064 | $ 270,812 | $ 253,986 | $ 262,260 | $ 238,680 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Prepaid Expenses and Other Current Assets | ||||||||
Prepaids | $ 23,243 | $ 24,712 | ||||||
Deposits | 420 | 225 | ||||||
Prepaid expenses and other current assets | $ 23,663 | $ 22,617 | $ 23,713 | $ 25,252 | $ 24,937 | $ 26,933 | $ 24,108 | $ 27,520 |
Leases - Restated (Details)
Leases - Restated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Lessee, Lease, Description [Line Items] | |||||||||
Total assets | $ 1,258,324 | $ 1,526,742 | $ 1,663,521 | $ 1,689,199 | $ 1,627,823 | $ 1,649,757 | $ 1,715,429 | $ 1,652,053 | |
Total current liabilities | 465,981 | 452,166 | 486,811 | 464,914 | 479,325 | 415,835 | 474,108 | 384,608 | |
Total long-term liabilities | $ 2,001,365 | 1,967,856 | 1,972,534 | 1,956,663 | 1,869,082 | 1,800,443 | 1,835,159 | 1,739,478 | |
Adjustment | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Total assets | (14,765) | (15,729) | (13,690) | (11,959) | (12,589) | (13,472) | (13,882) | ||
Total current liabilities | 50,853 | 51,936 | 47,292 | 46,603 | 42,387 | 45,154 | 35,953 | ||
Total long-term liabilities | $ 53,038 | $ 54,213 | $ 49,510 | 48,294 | $ 44,898 | $ 44,150 | $ 38,412 | ||
ASU 2016-02 | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
ASU adoption, prior periods not restated | true | ||||||||
Total assets | $ 1,732,037 | 1,627,823 | |||||||
Total current liabilities | 505,010 | 479,325 | |||||||
Total long-term liabilities | 1,468,785 | $ 1,389,757 | |||||||
ASU 2016-02 | Adjustment | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Total assets | 104,214 | ||||||||
Total current liabilities | 25,685 | ||||||||
Total long-term liabilities | $ 79,028 |
Leases - Balance Sheet Location
Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Leases | |||||||
Operating lease right-of-use assets, net | $ 93,627 | $ 93,352 | $ 96,498 | $ 100,727 | |||
Current portion of operating lease liabilities | 25,345 | 26,604 | 27,444 | 27,368 | |||
Operating lease liabilities, net of current portion | 73,282 | 71,661 | 74,290 | 78,290 | |||
Finance Lease | |||||||
Finance lease right-of-use asset, net | $ 30,835 | ||||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | US_GAAP:PropertyPlantAndEquipment | ||||||
Current portion of finance lease liabilities | $ 13,788 | 15,172 | 15,897 | 15,961 | $ 15,926 | $ 16,568 | $ 14,785 |
Finance lease liabilities, net of current portion | $ 20,272 | $ 24,159 | $ 25,772 | $ 27,231 | $ 22,945 | $ 25,193 | $ 26,474 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Weighted-average remaining lease term of operating leases | 4 years 9 months 18 days |
Weighted-average remaining lease term of finance leases | 3 years 2 months 12 days |
Weighted-average discount rate for operating leases | 10.50% |
Weighted-average discount rate for finance leases | 9.10% |
Interest on financing lease liabilities | $ 3.3 |
Amortization expense on finance lease right-of-use assets | $ 15.1 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities - ASC 842 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of operating lease liabilities: | |
2020 | $ 33,315 |
2021 | 26,210 |
2022 | 20,589 |
2023 | 15,348 |
2024 | 11,606 |
2025 and thereafter | 17,356 |
Total operating lease payments | 124,424 |
Less: Imputed interest | (25,797) |
Present value of lease liabilities | 98,627 |
Maturities of finance lease liabilities | |
2020 | 16,282 |
2021 | 10,652 |
2022 | 5,696 |
2023 | 2,941 |
2024 | 2,632 |
2025 and thereafter | 1,554 |
Total finance lease payments | 39,757 |
Less: imputed interest | (5,697) |
Present value of finance lease liabilities | $ 34,060 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Due Under Non‐Cancelable Leases - ASC 840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum payments due under Operating Leases: | |
2019 | $ 38,057 |
2020 | 29,346 |
2021 | 22,239 |
2022 | 16,782 |
2023 | 12,302 |
2024 and thereafter | 18,874 |
Total lease payments | 137,600 |
Future minimum payments due under Finance Leases | |
2019 | 20,080 |
2020 | 11,851 |
2021 | 9,018 |
2022 | 4,169 |
2023 | 2,244 |
2024 and thereafter | 3,617 |
Total minimum lease payments | 50,979 |
Less: imputed interest | (6,743) |
Total net minimum lease payments | 44,236 |
Less: Current portion of obligations under capital leases | (17,498) |
Long-term portion of obligations under finance leases | $ 26,738 |
Leases - Rental Expenses (Detai
Leases - Rental Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Rental expenses - ASC 840 | |||
Rent expense for operating leases under ASC 840 | $ 83.8 | $ 60 | |
Rental expenses - ASC 842 | |||
Rental expense on operating leases under ASC 842 | $ 77.3 |
Leases - Cash Paid and Lease Re
Leases - Cash Paid and Lease Recognition (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 50,398 |
Financing cash flows from finance leases | 20,860 |
Right-of-use lease assets obtained in the exchange for lease liabilities: | |
Operating leases | 19,127 |
Finance leases | $ 10,731 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 290,632 | $ 287,046 | |||||||
Less: Accumulated depreciation and amortization | (176,995) | (154,060) | |||||||
Property, plant and equipment, net | 113,637 | 132,986 | $ 119,469 | $ 125,018 | $ 129,621 | $ 131,156 | $ 135,585 | $ 132,870 | |
Depreciation expense | |||||||||
Depreciation expense | 41,400 | 43,100 | $ 31,700 | ||||||
Land | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | 6,884 | 6,888 | |||||||
Buildings and improvements | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 20,288 | 20,518 | |||||||
Buildings and improvements | Minimum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 7 years | ||||||||
Buildings and improvements | Maximum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 40 years | ||||||||
Leasehold improvements | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 47,036 | 56,589 | |||||||
Vehicles | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 531 | 717 | |||||||
Vehicles | Minimum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 5 years | ||||||||
Vehicles | Maximum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 7 years | ||||||||
Machinery and equipment | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 28,489 | 62,746 | |||||||
Machinery and equipment | Minimum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 5 years | ||||||||
Machinery and equipment | Maximum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 15 years | ||||||||
Computer equipment and software | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 92,500 | 130,864 | |||||||
Computer equipment and software | Minimum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 3 years | ||||||||
Computer equipment and software | Maximum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 8 years | ||||||||
Furniture and fixtures | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 9,440 | $ 8,724 | |||||||
Furniture and fixtures | Minimum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 5 years | ||||||||
Furniture and fixtures | Maximum | |||||||||
Property, Plant and Equipment, Net | |||||||||
Estimated Useful Lives (in Years) | 15 years | ||||||||
Finance lease right-of-use assets | |||||||||
Property, Plant and Equipment, Net | |||||||||
Property, plant and equipment, gross | $ 85,464 |
Intangibles Assets and Goodwi_3
Intangibles Assets and Goodwill - Intangibles (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Intangibles | ||||||
Gross Carrying Amount | $ 721,464 | $ 721,464 | $ 714,568 | |||
Amortization | (379,021) | (379,021) | (319,548) | |||
Intangible Asset, net | 342,443 | 342,443 | 395,020 | |||
Impairment of goodwill | 348,557 | 44,427 | ||||
Aggregated amortization expense | 59,300 | 94,900 | $ 67,100 | |||
Customer relationships | ||||||
Intangibles | ||||||
Gross Carrying Amount | 508,074 | 508,074 | 507,905 | |||
Amortization | (237,313) | (237,313) | (190,666) | |||
Intangible Asset, net | 270,761 | 270,761 | 317,239 | |||
Developed technology | ||||||
Intangibles | ||||||
Gross Carrying Amount | 89,053 | 89,053 | 89,053 | |||
Amortization | (87,109) | (87,109) | (85,967) | |||
Intangible Asset, net | 1,944 | 1,944 | 3,086 | |||
Trade names | ||||||
Intangibles | ||||||
Gross Carrying Amount | 8,400 | 8,400 | 9,400 | |||
Amortization | (3,100) | (3,100) | (3,100) | |||
Intangible Asset, net | 5,300 | 5,300 | 6,300 | |||
Impairment charge | $ 3,700 | 1,000 | 3,700 | |||
Accumulated impairment losses | 44,100 | 44,100 | 43,100 | |||
Outsource contract costs | ||||||
Intangibles | ||||||
Gross Carrying Amount | 16,726 | 16,726 | 15,439 | |||
Amortization | (11,749) | (11,749) | (8,817) | |||
Intangible Asset, net | 4,977 | 4,977 | 6,622 | |||
Internally developed software | ||||||
Intangibles | ||||||
Gross Carrying Amount | 43,261 | 43,261 | 36,820 | |||
Amortization | (12,129) | (12,129) | (6,278) | |||
Intangible Asset, net | 31,132 | 31,132 | 30,542 | |||
Trademarks | ||||||
Intangibles | ||||||
Gross Carrying Amount | 23,378 | 23,378 | 23,379 | |||
Amortization | (23,370) | (23,370) | (23,370) | |||
Intangible Asset, net | 8 | 8 | 9 | |||
Non compete agreements | ||||||
Intangibles | ||||||
Gross Carrying Amount | 1,350 | 1,350 | 1,350 | |||
Amortization | (1,350) | (1,350) | (1,350) | |||
Assembled workforce | ||||||
Intangibles | ||||||
Gross Carrying Amount | 4,473 | 4,473 | 4,473 | |||
Amortization | (1,118) | (1,118) | ||||
Intangible Asset, net | 3,355 | 3,355 | 4,473 | |||
Purchased software | ||||||
Intangibles | ||||||
Gross Carrying Amount | 26,749 | 26,749 | 26,749 | |||
Amortization | (1,783) | (1,783) | ||||
Intangible Asset, net | 24,966 | 24,966 | 26,749 | |||
Goodwill. | ||||||
Intangibles | ||||||
Impairment charge | 348,600 | $ 348,600 | ||||
Impairment of goodwill | $ 44,400 | 96,200 | ||||
Additional impairment charge | 252,400 | |||||
Accumulated impairment losses | $ 560,900 | $ 560,900 | $ 212,300 |
Intangibles Assets and Goodwi_4
Intangibles Assets and Goodwill - Intangibles - Amortization expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Intangibles amortization expense | |
2020 | $ 55,323 |
2021 | 50,015 |
2022 | 45,535 |
2023 | 37,168 |
2024 | 29,704 |
Thereafter | 120,163 |
Intangible assets, net | $ 337,908 |
Intangibles Assets and Goodwi_5
Intangibles Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | |||||||
Beginning of Year Balance | $ 611,982 | $ 708,246 | $ 749,762 | $ 708,258 | $ 708,258 | $ 747,325 | |
Additions | 5,580 | ||||||
Reductions | (348,557) | (44,427) | |||||
Currency Translation Adjustments | 70 | (220) | |||||
End of Year Balance | 359,771 | 611,982 | 708,258 | 611,982 | 359,771 | 708,258 | $ 747,325 |
Accumulated impairment losses | 167,900 | 167,900 | 167,900 | 167,900 | 167,900 | ||
Impairment of goodwill and other intangible assets | 252,399 | $ 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 |
ITPS | |||||||
Goodwill | |||||||
Beginning of Year Balance | 571,575 | 571,575 | 566,215 | ||||
Additions | 5,580 | ||||||
Reductions | (317,525) | ||||||
Currency Translation Adjustments | 70 | (220) | |||||
End of Year Balance | 254,120 | 571,575 | 254,120 | 571,575 | 566,215 | ||
HS | |||||||
Goodwill | |||||||
Beginning of Year Balance | 86,786 | 86,786 | 86,786 | ||||
End of Year Balance | 86,786 | 86,786 | 86,786 | 86,786 | 86,786 | ||
LLPS | |||||||
Goodwill | |||||||
Beginning of Year Balance | $ 49,897 | 49,897 | 94,324 | ||||
Reductions | (44,400) | (31,032) | (44,427) | ||||
End of Year Balance | $ 18,865 | $ 49,897 | $ 18,865 | $ 49,897 | $ 94,324 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Accrued liabilities | ||||||||
Accrued taxes (exclusive of income taxes) | $ 9,608 | $ 10,606 | ||||||
Accrued lease exit obligations | 1,127 | 1,694 | ||||||
Accrued professional and legal fees | 33,421 | 31,220 | ||||||
Accrued appraisal action liability | 56,412 | 40,649 | ||||||
Deferred rent | 1,421 | |||||||
Accrued interest | 48,769 | $ 24,602 | $ 48,935 | $ 23,928 | 49,071 | $ 23,845 | $ 48,885 | $ 23,795 |
Accrued transaction costs | 2,250 | 2,250 | ||||||
Other accruals | 18,735 | 19,515 | ||||||
Total accrued liabilities including accrued interest | 121,553 | 107,355 | ||||||
Other Long-term liabilities | ||||||||
Deferred revenue | 339 | 432 | ||||||
Deferred rent | 669 | 7,650 | ||||||
Accrued lease exit obligations | 136 | 369 | ||||||
Accrued compensation expense | 2,075 | 2,173 | ||||||
Other | 3,743 | 4,093 | ||||||
Other Long-term liabilities | $ 6,962 | $ 7,866 | $ 7,882 | $ 6,747 | $ 14,717 | $ 15,307 | $ 16,208 | $ 13,879 |
Long-Term Debt and Credit Fac_3
Long-Term Debt and Credit Facilities - Senior Secured Notes (Details) - Senior secured notes $ in Billions | Jul. 12, 2017USD ($) |
Debt instruments | |
Amount of facility | $ 1 |
Interest rate (in percent) | 10.00% |
Long-Term Debt and Credit Fac_4
Long-Term Debt and Credit Facilities - Debt Refinancing (Details) - USD ($) $ in Thousands | Jul. 12, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt instruments | ||||||||
Repayment of debt | $ 1,055,736 | |||||||
Cash paid for acquired debt | $ 5,000 | $ 4,145 | $ 5,000 | $ 6,513 | $ 5,000 | $ 34,810 | $ 423,797 | |
Original issue discount | $ 7,000 | |||||||
Expensed debt issuance costs | 1,100 | |||||||
Capitalized debt issuance costs | 27,800 | |||||||
Write off of unamortized issuance costs and discount costs | $ 46,366 | |||||||
Original sourcehov term loans | ||||||||
Debt instruments | ||||||||
Debt issuance costs | 3,300 | |||||||
Original issue discount | 3,500 | |||||||
Write off of unamortized issuance costs and discount costs | 30,500 | |||||||
Prepayment penalty on extinguishment of original term loan | 5,000 | |||||||
Gain (Loss) on Extinguishment of Debt | 5,000 | |||||||
Novitex Business Combination | Source HOV Related Debt [Member] | ||||||||
Debt instruments | ||||||||
Repayment of debt | 1,050,700 | |||||||
Novitex Business Combination | Novitex Related Debt [Member] | ||||||||
Debt instruments | ||||||||
Cash paid for acquired debt | 420,500 | |||||||
Senior secured term loan | ||||||||
Debt instruments | ||||||||
Debt issuance costs | 28,900 | |||||||
Third party debt issuance costs | $ 2,800 |
Long-Term Debt and Credit Fac_5
Long-Term Debt and Credit Facilities - Senior Credit Facilities (Details) - USD ($) $ in Millions | May 18, 2020 | Jul. 12, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instruments | ||||
Original issue discount | $ 7 | |||
Minimum liquidity amount | $ 35 | |||
First lien credit agreement | ||||
Debt instruments | ||||
Original issue discount | $ 6.5 | $ 8.3 | ||
Senior secured term loan | First lien credit agreement | ||||
Debt instruments | ||||
Amount of facility | 350 | |||
Original issue discount | $ 7 | |||
Principal percentage of each of first eight payments (as a percent) | 0.60% | |||
Principal percentage of each payment thereafter (as a percent) | 1.30% | |||
Revolver | First lien credit agreement | ||||
Debt instruments | ||||
Maximum borrowing capacity | $ 100 | |||
Letters of credit outstanding | $ 20.6 | $ 20.6 | ||
LIBOR | Senior secured term loan | First lien credit agreement | ||||
Debt instruments | ||||
Applicable margin rate | 7.50% | |||
Floor interest rate | 1.00% | |||
LIBOR | Revolver | First lien credit agreement | ||||
Debt instruments | ||||
Applicable margin rate | 7.00% | |||
Base rate | Senior secured term loan | First lien credit agreement | ||||
Debt instruments | ||||
Applicable margin rate | 6.50% | |||
Base rate | Revolver | First lien credit agreement | ||||
Debt instruments | ||||
Applicable margin rate | 6.00% |
Long-Term Debt and Credit Fac_6
Long-Term Debt and Credit Facilities - Term Loan Repricing (Details) - USD ($) $ in Thousands | Jul. 13, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instruments | |||
Outstanding amount of term loans | $ 1,434,875 | $ 1,335,660 | |
First Amendment | |||
Debt instruments | |||
Proceeds from refinancing term loans | $ 343,400 | ||
Reduction in interest rate (in percentage) | 1.00% | ||
First Amendment | Federal funds rate | |||
Debt instruments | |||
Variable interest rate (as a percent) | 0.50% | ||
First Amendment | LIBOR | |||
Debt instruments | |||
Floor interest rate | 1.00% | ||
Interest rate (in percent) | 6.50% | ||
First Amendment | One-month adjusted LIBOR | |||
Debt instruments | |||
Variable interest rate (as a percent) | 1.00% | ||
First Amendment | Base rate | |||
Debt instruments | |||
Interest rate (in percent) | 5.50% | ||
Revolver | |||
Debt instruments | |||
Outstanding amount of term loans | $ 343,400 | ||
Revolver | First Amendment | |||
Debt instruments | |||
Debt issuance costs | 1,000 | ||
Amortization expense of debt issuance costs | 1,000 | ||
Write off of previously recognized debt issuance costs | 100 | ||
Maximum debt issuance costs for new lenders exceeded 10% test | $ 100 |
Long-Term Debt and Credit Fac_7
Long-Term Debt and Credit Facilities - Incremental Term Loan (Details) - USD ($) $ in Millions | Apr. 16, 2019 | Jul. 13, 2018 | Jun. 30, 2019 | Sep. 30, 2018 |
Repricing Term Loan | ||||
Debt instruments | ||||
Debt extinguishment costs | $ 1.4 | $ 1.1 | ||
Incremental term loan | ||||
Debt instruments | ||||
Proceeds from incremental term loans | $ 30 | $ 30 |
Long-Term Debt and Credit Fac_8
Long-Term Debt and Credit Facilities - Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jul. 12, 2017 |
Debt instruments | |||||||||
Total debt | $ 1,434,875 | $ 1,335,660 | |||||||
Less: Current portion of long-term debt | (36,490) | $ (37,237) | $ (38,929) | $ (32,821) | (29,237) | $ (20,062) | $ (19,799) | $ (21,170) | |
Long-term debt, net of current maturities | 1,398,385 | $ 1,367,583 | $ 1,331,898 | $ 1,336,152 | 1,306,423 | $ 1,307,884 | $ 1,278,197 | $ 1,277,029 | |
Debt discount | $ 7,000 | ||||||||
Senior secured notes | |||||||||
Debt instruments | |||||||||
Total debt | 979,060 | 974,443 | |||||||
Other | |||||||||
Debt instruments | |||||||||
Total debt | 30,232 | 25,321 | |||||||
First lien credit agreement | |||||||||
Debt instruments | |||||||||
Total debt | 360,583 | 335,896 | |||||||
Debt discount | 6,500 | 8,300 | |||||||
Unamortized debt issuance costs | 18,900 | 24,500 | |||||||
Senior secured notes | |||||||||
Debt instruments | |||||||||
Debt discount | 14,900 | 18,200 | |||||||
Unamortized debt issuance costs | 6,000 | $ 7,300 | |||||||
Revolver | |||||||||
Debt instruments | |||||||||
Total debt | $ 65,000 |
Long-Term Debt and Credit Fac_9
Long-Term Debt and Credit Facilities - Maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Maturities of long-term debt | ||
2020 | $ 36,490 | |
2021 | 25,198 | |
2022 | 91,187 | |
2023 | 1,325,445 | |
2024 | 2,921 | |
Total long-term debt | 1,481,241 | |
Less: Unamortized discount and debt issuance costs | (46,366) | |
Total debt | $ 1,434,875 | $ 1,335,660 |
Income Taxes - Components And P
Income Taxes - Components And Provisions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Components income/ (loss) before income taxes | |||||||||||||||
United States | $ (511,165) | $ (180,245) | $ (281,009) | ||||||||||||
Foreign | 9,691 | 18,792 | 10,457 | ||||||||||||
Income/ (loss) before income taxes | (501,474) | (161,453) | (270,552) | ||||||||||||
Provision for federal, state, and foreign income taxes | |||||||||||||||
Federal - Current | (1,308) | 1,308 | (722) | ||||||||||||
Federal - Deferred | (3,879) | (2,006) | (59,425) | ||||||||||||
State - Current | 2,255 | 390 | 1,407 | ||||||||||||
State - Deferred | (807) | 2,339 | (7,178) | ||||||||||||
Foreign - Current | 5,770 | 3,435 | 5,794 | ||||||||||||
Foreign - Deferred | 5,611 | 2,887 | (944) | ||||||||||||
Income tax expense (benefit) | $ 1,953 | $ (3,769) | $ 4,738 | $ 4,720 | $ 3,442 | $ (733) | $ 1,619 | $ 4,025 | $ 9,458 | $ 5,644 | $ 5,689 | $ 4,911 | $ 7,642 | $ 8,353 | $ (61,068) |
Income Taxes - Income tax recon
Income Taxes - Income tax reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||||||||||||||
Statutory tax rate | 21.00% | 35.00% | |||||||||||||
Reconciliation of effective income tax amount | |||||||||||||||
Tax at statutory rate | $ (105,310) | $ (33,905) | $ (94,693) | ||||||||||||
State income taxes | (7,666) | (6,557) | (4,219) | ||||||||||||
Foreign income taxes | 4,390 | 1,228 | 305 | ||||||||||||
Nondeductible transaction costs | 27,311 | ||||||||||||||
Nondeductible goodwill impairment | 61,699 | 9,002 | 10,497 | ||||||||||||
Permanent differences | 1,275 | 2,542 | 438 | ||||||||||||
Litigation settlement | 3,310 | 608 | 415 | ||||||||||||
Changes in valuation allowance | 30,064 | 19,433 | (6,159) | ||||||||||||
Unremitted earnings | 1,604 | 4,735 | |||||||||||||
Changes in U.S. tax rates | (4,784) | ||||||||||||||
Deemed mandatory repatriation | 7,441 | ||||||||||||||
GILTI Inclusion | 3,772 | 2,289 | |||||||||||||
Expiration of tax attributes | 10,807 | 8,353 | |||||||||||||
Other | 3,697 | 625 | 2,380 | ||||||||||||
Income tax expense (benefit) | $ 1,953 | $ (3,769) | $ 4,738 | $ 4,720 | $ 3,442 | $ (733) | $ 1,619 | $ 4,025 | $ 9,458 | $ 5,644 | $ 5,689 | $ 4,911 | 7,642 | 8,353 | $ (61,068) |
Tax impacts of GILTI | 18,000 | 2,300 | |||||||||||||
Tax expense related to BEAT | $ 0 | $ 1,300 |
Income Taxes - Components of de
Income Taxes - Components of deferred income tax liabilities and assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2015 | Dec. 31, 2018 | |
Deferred income tax liabilities: | |||
Book over tax basis of intangible and fixed assets | $ (77,088) | $ (94,648) | |
Unremitted foreign earnings | (6,339) | (4,735) | |
Lease Asset | (16,981) | ||
Other, net | (2,571) | (4,079) | |
Total deferred income tax liabilities | (102,979) | (103,462) | |
Deferred income tax assets: | |||
Allowance for doubtful accounts and receivable adjustments | 1,498 | 1,676 | |
Inventory | 903 | 1,629 | |
Accrued liabilities | 11,608 | 9,433 | |
Net operating loss and tax credit carryforwards | 158,265 | 184,430 | |
Tax deductible goodwill | 8,066 | 3,147 | |
Disallowed Interest Deduction | 56,873 | 26,897 | |
Lease Liability | 18,127 | ||
Other, net | 15,481 | 16,031 | |
Total deferred income tax assets | 270,820 | 243,243 | |
Valuation allowance | (163,806) | (134,650) | |
Total net deferred income tax assets | 4,036 | $ 5,131 | |
Increase (decrease) in valuation allowance | 29,200 | ||
Federal | |||
Deferred income tax assets: | |||
Valuation allowance related to disallowed interest deduction | 48,900 | ||
Valuation allowance related to limitation of utilization of NOL carryforwards | 65,400 | ||
Increase (decrease) in valuation allowance | $ 3,500 | ||
State | |||
Deferred income tax assets: | |||
Valuation allowance related to disallowed interest deduction | 7,200 | ||
Valuation allowance related to limitation of utilization of NOL carryforwards | 5,800 | ||
Foreign. | |||
Deferred income tax assets: | |||
Valuation allowance related to disallowed interest deduction | $ 37,600 |
Income Taxes - Net operating lo
Income Taxes - Net operating loss carryforwards (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating loss carryforwards | |
Tax deductible goodwill | $ 41,400 |
Trans Centra Inc | |
Operating loss carryforwards | |
Tax deductible goodwill | 17,000 |
Novitex Business Combination | |
Operating loss carryforwards | |
Tax deductible goodwill | 3,500 |
Reorganization 2014 | |
Operating loss carryforwards | |
Tax deductible goodwill | 20,900 |
Federal | |
Operating loss carryforwards | |
Net operating loss carryforwards | 573,791 |
Federal | 2020 - 2024 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 86,371 |
Federal | 2025 - 2029 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 134,448 |
Federal | 2030 - 2039 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 352,972 |
State | |
Operating loss carryforwards | |
Net operating loss carryforwards | 421,487 |
State | 2020 - 2024 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 60,478 |
State | 2025 - 2029 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 94,661 |
State | 2030 - 2039 | |
Operating loss carryforwards | |
Net operating loss carryforwards | 266,348 |
Foreign. | |
Operating loss carryforwards | |
Net operating loss carryforwards | 37,300 |
Foreign. | 2024 | Exela Poland | |
Operating loss carryforwards | |
Net operating loss carryforwards | $ 1,200 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Recognized tax benefit | $ 2,800 | ||
Accrued interest and penalties on unrecognized tax benefits | 2,100 | $ 2,300 | |
Interest and penalties recorded on unrecognized tax benefits | (200) | ||
Reconciliation of total amounts of unrecognized tax benefits | |||
Balance at beginning of the period | 1,476 | 1,047 | $ 999 |
Gross increases - tax positions in prior period | 1,378 | 301 | 48 |
Gross decreases - tax positions in prior period | (10) | ||
Gross increases - tax positions in current period | 1,470 | 128 | |
Balance at end of the period | 4,314 | 1,476 | $ 1,047 |
Deferred taxes provided for withholding or other taxes for repatriation of foreign earnings | 0 | ||
Undistributed earnings from foreign subsidiaries | 105,200 | ||
Foreign withholding taxes on the undistributed earnings | 6,300 | ||
Undistributed Foreign Earnings | $ 1,600 | $ 4,700 |
Employee Benefit Plans - German
Employee Benefit Plans - Germany & UK (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Pension plans | |||
Plan assets | $ 75,875 | $ 62,952 | $ 64,886 |
Weighted average expected long-term rate | 3.86% | ||
German Pension Plan | Unfunded Plan | |||
Pension plans | |||
Plan assets | $ 0 | ||
German Pension Plan | Unfunded Plan | Minimum | |||
Pension plans | |||
Qualifying period | 10 years | ||
U.K. Pension Plan | |||
Pension plans | |||
Weighted average expected long-term rate | 3.87% | 4.25% | |
U.K. Pension Plan | Minimum | |||
Pension plans | |||
Minimum required years prior to retirement for eligibility | 3 years | ||
Historical performance period | 15 years | 10 years | |
U.K. Pension Plan | Maximum | |||
Pension plans | |||
Historical performance period | 20 years | 20 years | |
Asterion Pension Plan | |||
Pension plans | |||
Weighted average expected long-term rate | 1.10% | 1.80% | |
Asterion Pension Plan | Minimum | |||
Pension plans | |||
Minimum required years prior to retirement for eligibility | 3 years | ||
Norway Pension Plan | |||
Pension plans | |||
Weighted average expected long-term rate | 3.80% | 4.30% | |
Norway Pension Plan | Minimum | |||
Pension plans | |||
Minimum required years prior to retirement for eligibility | 3 years | ||
Historical performance period | 10 years | ||
Norway Pension Plan | Maximum | |||
Pension plans | |||
Historical performance period | 20 years |
Employee Benefit Plans - Funded
Employee Benefit Plans - Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Change in Benefit Obligation: | ||||||||||
Benefit obligation at beginning of period | $ 90,051 | $ 91,875 | ||||||||
Additional obligation due to acquisition | 5,631 | |||||||||
Service cost | 80 | 82 | ||||||||
Interest cost | 2,448 | 2,350 | ||||||||
Actuarial loss | 9,168 | (4,356) | ||||||||
Plan amendments | (835) | 1,334 | ||||||||
Benefits paid | (3,082) | (1,558) | ||||||||
Foreign-exchange rate changes | 3,131 | (5,307) | ||||||||
Benefit obligation at end of year | 100,961 | 90,051 | ||||||||
Change in Plan Assets: | ||||||||||
Fair value of plan assets at beginning of period | 62,952 | 64,886 | ||||||||
Additional obligation due to acquisition | 2,184 | |||||||||
Actual return on plan assets | 10,906 | (1,432) | ||||||||
Employer contributions | 2,557 | 2,477 | ||||||||
Benefits paid | (2,995) | (1,421) | ||||||||
Foreign-exchange rate changes | 2,455 | (3,742) | ||||||||
Fair value of plan assets at end of period | 75,875 | 62,952 | ||||||||
Funded status at end of year | $ (25,086) | $ (27,099) | ||||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||||
Pension liability (b) | (25,681) | $ (28,850) | $ (27,141) | $ (27,730) | (27,641) | $ (32,887) | $ (32,967) | $ (28,540) | ||
Minimum regulatory benefit for Philippine legal entity | 500 | 500 | ||||||||
Amounts recognized in accumulated other comprehensive loss, net of tax consist of: | ||||||||||
Net actuarial loss | (8,059) | (9,301) | ||||||||
Net amount recognized in accumulated other comprehensive loss | 8,059 | $ 8,978 | $ 9,269 | $ 9,525 | 9,301 | $ 10,691 | $ 10,831 | $ 11,457 | ||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||||||||
Aggregate fair value of plan assets | 75,875 | 62,952 | 75,875 | 62,952 | ||||||
Overfunded Plan [Member] | ||||||||||
Change in Plan Assets: | ||||||||||
Fair value of plan assets at end of period | 75,875 | |||||||||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||||||||
Aggregate fair value of plan assets | 75,875 | 75,875 | ||||||||
Underfunded Plan [Member] | ||||||||||
Change in Plan Assets: | ||||||||||
Fair value of plan assets at beginning of period | 62,952 | |||||||||
Fair value of plan assets at end of period | 62,952 | |||||||||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||||||||
Aggregate fair value of plan assets | 62,952 | 62,952 | 62,952 | |||||||
Underfunded Or Unfunded Plan [Member] | ||||||||||
Change in Plan Assets: | ||||||||||
Fair value of plan assets at beginning of period | 62,883 | |||||||||
Fair value of plan assets at end of period | 75,875 | 62,883 | ||||||||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||||||||
Aggregate projected benefit obligation | 100,961 | 90,050 | ||||||||
Aggregate accumulated benefit obligation | 100,961 | 90,050 | ||||||||
Aggregate fair value of plan assets | 75,875 | $ 62,883 | 75,875 | 62,883 | ||||||
U.K. And Asterion Plans | ||||||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||||
Pension liability (b) | (25,681) | (27,641) | ||||||||
U.K. Pension Plan | ||||||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||||
Pension liability (b) | (20,600) | (22,000) | ||||||||
Asterion Pension Plan | ||||||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||||
Pension liability (b) | (2,400) | (2,800) | ||||||||
Norway Pension Plan | ||||||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||||
Pension liability (b) | (100) | (500) | ||||||||
German Pension Plan | ||||||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||||
Pension liability (b) | (2,100) | $ (1,800) | ||||||||
German Pension Plan | Unfunded Plan | ||||||||||
Change in Plan Assets: | ||||||||||
Fair value of plan assets at end of period | 0 | |||||||||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||||||||
Aggregate fair value of plan assets | $ 0 | $ 0 |
Employee Benefit Plans - Tax Ef
Employee Benefit Plans - Tax Effect on Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Net Periodic Benefit Costs | ||
Estimated amortization of actuarial loss | $ 1,800 | |
Estimated amortization of prior service cost | 100 | |
Net actuarial loss | (8,059) | $ (9,301) |
Deferred tax benefit | $ 2,000 | $ 1,700 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net periodic benefit cost | |||
Service cost | $ 80 | $ 82 | |
Interest cost | 2,448 | 2,350 | |
Employer contributions | 2,557 | 2,477 | |
Pension And Postretirement [Member] | |||
Net periodic benefit cost | |||
Service cost | 80 | 82 | $ 8 |
Interest cost | 2,448 | 2,350 | 2,288 |
Expected return on plan assets | (2,460) | (2,841) | (2,392) |
Amortization of prior service cost | (169) | 9 | (134) |
Amortization of net (gain) loss | 1,768 | 1,755 | 2,063 |
Net periodic benefit cost | $ 1,667 | $ 1,355 | $ 1,833 |
Employee Benefits Plans - Valua
Employee Benefits Plans - Valuation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation | ||
Maximum percentage of unrecognized gains (losses) for amortization | 10.00% | |
Amortization period for gains (losses) of defined benefit plans | 15 years | |
Weighted-average assumptions used to determine net periodic benefit cost: | ||
Expected asset return | 3.86% | |
U.K. Pension Plan | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 2.10% | 2.80% |
Weighted-average assumptions used to determine net periodic benefit cost: | ||
Discount rate | 2.80% | 2.50% |
Expected asset return | 3.87% | 4.25% |
U.K. Pension Plan | Minimum | ||
Valuation | ||
Historical performance period | 15 years | 10 years |
U.K. Pension Plan | Maximum | ||
Valuation | ||
Historical performance period | 20 years | 20 years |
Asterion Pension Plan | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 1.10% | 1.80% |
Rate of compensation increase | 2.50% | 2.50% |
Weighted-average assumptions used to determine net periodic benefit cost: | ||
Discount rate | 1.10% | 1.80% |
Expected asset return | 1.10% | 1.80% |
Rate of compensation increase | 2.50% | 2.50% |
Norway Pension Plan | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 2.30% | 2.60% |
Rate of compensation increase | 2.25% | 2.75% |
Weighted-average assumptions used to determine net periodic benefit cost: | ||
Discount rate | 2.30% | 2.60% |
Expected asset return | 3.80% | 4.30% |
Rate of compensation increase | 2.25% | 1.75% |
Norway Pension Plan | Minimum | ||
Valuation | ||
Historical performance period | 10 years | |
Norway Pension Plan | Maximum | ||
Valuation | ||
Historical performance period | 20 years | |
German Pension Plan | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 1.00% | 1.90% |
Weighted-average assumptions used to determine net periodic benefit cost: | ||
Discount rate | 1.00% | 1.90% |
Employee Benefit Plans - Plan A
Employee Benefit Plans - Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 100.00% | 100.00% | 100.00% |
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 75,875 | $ 62,952 | $ 64,886 |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investment objective period to earn long-term expected rate of return | 15 years | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investment objective period to earn long-term expected rate of return | 20 years | ||
Level 1 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 837 | 129 | |
Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 75,038 | 62,823 | |
Cash. | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 837 | 129 | |
Cash. | Level 1 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 837 | $ 129 | |
US and international equities | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 29.90% | 27.10% | 45.00% |
U.S. | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 13,121 | $ 10,161 | |
U.S. | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 13,121 | 10,161 | |
International | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | 8,747 | 6,773 | |
International | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 8,747 | $ 6,773 | |
UK government and corporate bonds | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 12.50% | 12.70% | 20.00% |
Corporate bonds / UK Gilts | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 9,446 | $ 7,987 | |
Corporate bonds / UK Gilts | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 9,446 | $ 7,987 | |
Diversified growth fund | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 41.30% | 38.90% | 35.00% |
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 31,345 | $ 24,488 | |
Diversified growth fund | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 31,345 | $ 24,488 | |
Liability Driven Investments [Member] | |||
Defined Benefit Plan, Plan Assets, Allocations [Abstract] | |||
Weighted average allocation of plan assets (as a percent) | 16.30% | 21.30% | |
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 12,379 | $ 13,414 | |
Liability Driven Investments [Member] | Level 2 | |||
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract] | |||
Fair value of plan assets | $ 12,379 | $ 13,414 |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employer Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employer Contributions | ||
Total employer contributions to pension plans | $ 2,600 | $ 2,500 |
Employer contributions to pension plans expected during 2020 | 2,700 | |
Estimated Future Benefit Payments | ||
2020 | 1,730 | |
2021 | 1,741 | |
2022 | 2,070 | |
2023 | 1,997 | |
2024 | 2,854 | |
2025 - 2029 | 16,417 | |
Total estimated future benefit payments | $ 26,809 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 26, 2020 | Jan. 30, 2020 | Apr. 13, 2018 | Sep. 21, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 20, 2014 |
Commitments and Contingencies | ||||||||
Accrued liability | $ 56,400,000 | |||||||
Bantec Inc | ||||||||
Commitments and Contingencies | ||||||||
Contingent Consideration fair value | $ 700,000 | $ 700,000 | $ 700,000 | |||||
Earnout sought | $ 8,100,000 | |||||||
Petitioners | SourceHOV | ||||||||
Commitments and Contingencies | ||||||||
Court determined fair value of stock at time of business combination (per share) | $ 4,591 | |||||||
Amount awarded to petitioners | $ 57,698,426 | |||||||
Petitioners | Ex-Sigma 2, LLC | ||||||||
Commitments and Contingencies | ||||||||
Shares returned to company | 4,570,734 | |||||||
Minimum | Petitioners | SourceHOV | ||||||||
Commitments and Contingencies | ||||||||
Argued fair value per share | $ 1,633.85 | |||||||
Maximum | Petitioners | SourceHOV | ||||||||
Commitments and Contingencies | ||||||||
Argued fair value per share | $ 5,079.28 | |||||||
Fair value guarantee | Common Stock | SourceHOV | ||||||||
Commitments and Contingencies | ||||||||
Number of shares owned | 10,304 |
Commitments and Contingencies -
Commitments and Contingencies - Contract-Related Contingencies (Details) - Bantec Inc - USD ($) $ in Millions | Apr. 13, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 20, 2014 |
Other Commitments [Line Items] | ||||
Contingent consideration | $ 0.7 | $ 0.7 | $ 0.7 | |
Earnout sought | $ 8.1 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Carrying amounts and estimated fair values of financial instruments | |||||||||
Goodwill | $ 359,771 | $ 708,258 | $ 611,982 | $ 708,246 | $ 708,285 | $ 749,762 | $ 748,708 | $ 747,325 | $ 747,325 |
Reconciliation of net assets and liabilities | |||||||||
Impairment of goodwill | $ 348,557 | 44,427 | |||||||
Senior secured term loan | |||||||||
Assets and liabilities measured at fair value | |||||||||
Fair value percentage | 42.50% | ||||||||
Senior secured notes | |||||||||
Assets and liabilities measured at fair value | |||||||||
Fair value percentage | 41.00% | ||||||||
Level 3 | |||||||||
Reconciliation of net assets and liabilities | |||||||||
Balance as of Beginning of Period | $ 721 | 721 | |||||||
Balance as of End of Period | 721 | 721 | |||||||
Carrying Amount | Recurring assets and liabilities | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Long-term debt | 1,398,385 | 1,306,423 | |||||||
Interest rate swap | 501 | 3,836 | |||||||
Acquisition contingent liability | 721 | 721 | |||||||
Carrying Amount | Nonrecurring assets and liabilities | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Goodwill | 359,771 | 708,258 | |||||||
Fair Value | Recurring assets and liabilities | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Long-term debt | 632,796 | 1,316,306 | |||||||
Interest rate swap | 501 | 3,836 | |||||||
Acquisition contingent liability | 721 | 721 | |||||||
Fair Value | Recurring assets and liabilities | Level 2 | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Long-term debt | 632,796 | 1,316,306 | |||||||
Interest rate swap | 501 | 3,836 | |||||||
Fair Value | Recurring assets and liabilities | Level 3 | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Acquisition contingent liability | 721 | 721 | |||||||
Fair Value | Nonrecurring assets and liabilities | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Goodwill | 359,771 | 708,258 | |||||||
Fair Value | Nonrecurring assets and liabilities | Level 3 | |||||||||
Carrying amounts and estimated fair values of financial instruments | |||||||||
Goodwill | $ 359,771 | $ 708,258 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - RSU's - 2013 Plan - shares | Dec. 31, 2019 | Jul. 12, 2017 |
Stock-based compensation | ||
Unvested RSU's | 0 | 9,880 |
SourceHOV | ||
Stock-based compensation | ||
Restricted stock units outstanding | 24,535 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Incentive Plan (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 20, 2017 |
Exela 2018 Stock Incentive Plan | |||
Common stock shares authorized | 1,600,000,000 | 1,600,000,000 | |
2018 Plan | |||
Exela 2018 Stock Incentive Plan | |||
Common stock shares authorized | 8,323,764 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Grants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend Share-based Payment Arrangement | |||
Cash paid for withholding taxes | $ 223 | $ 223 | |
RSU's | |||
Dividend Share-based Payment Arrangement | |||
Shares Paid for Tax Withholding for Share Based Compensation | 194,010 | ||
Cash paid for withholding taxes | $ 200 | ||
RSU's | 2018 Plan | |||
Number of Shares | |||
Balance at the beginning of the period (in shares) | 893,297 | 893,297 | |
Shares granted | 462,617 | ||
Shares forfeited | (242,116) | ||
Shares vested | (804,493) | ||
Balance at the end of the period (in shares) | 309,305 | 893,297 | |
Weighted Average Grant Date Fair Value | |||
Balance at the beginning of the period | $ 5.86 | $ 5.86 | |
Shares granted | 2,490 | ||
Shares forfeited | 5.41 | ||
Shares vested | 5.88 | ||
Balance at the end of the period | $ 1.99 | $ 5.86 | |
Average Remaining Contractual Life (Years) | |||
Weighted average remaining contractual life (in years) | 1 year 2 months 9 days | 9 months 4 days | |
Aggregate Intrinsic Value | |||
Aggregate intrinsic value outstanding | $ 616 | $ 5,239 | |
RSU's | 2018 Plan | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 1 year | ||
RSU's | 2018 Plan | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 2 years |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options (Details) - USD ($) | Jan. 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
2013 Plan and 2018 Plan | ||||
Unrecognized compensation expense | ||||
Unrecognized compensation expense | $ 6,200,000 | |||
2013 Plan and 2018 Plan | Selling, general and administrative expense | ||||
Unrecognized compensation expense | ||||
Total compensation expense | $ 7,800,000 | $ 7,600,000 | $ 6,700,000 | |
Stock options | 2018 Plan | ||||
Stock-based compensation | ||||
Minimum fair market value per share of underlying stock used to determine option grant price, as a percent | 100.00% | |||
Expiration of stock options | 10 years | |||
Outstanding | ||||
Outstanding Balance at beginning of the year (in shares) | 3,570,300 | |||
Granted (in shares) | 2,050,600 | |||
Forfeited (in shares) | (683,200) | |||
Outstanding Balance at the end of the year (in shares) | 4,937,700 | 3,570,300 | ||
Exercisable (in shares) | 0 | |||
Weighted Average Exercise Price | ||||
Outstanding Balance at the beginning of the year | $ 6.06 | |||
Outstanding Balance at the end of the year (in shares) | 4.14 | $ 6.06 | ||
Weighted average Grant Date fair Value | ||||
Outstanding balance at the beginning of the period | 2.69 | |||
Granted | 0.94 | |||
Forfeited | 2.64 | |||
Outstanding balance at the end of the period | $ 1.97 | $ 2.69 | ||
Additional information | ||||
Average Remaining Vesting Period | 2 years 3 months 7 days | 2 years 11 months 1 day | ||
Aggregate Intrinsic Value | $ 9,719,000 | $ 9,590,000 | ||
Stock options | 2018 Plan | Minimum | ||||
Stock-based compensation | ||||
Vesting period | 2 years | |||
Stock options | 2018 Plan | Maximum | ||||
Stock-based compensation | ||||
Vesting period | 4 years |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock (Details) | 12 Months Ended | |||
Dec. 31, 2019Vote$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Mar. 31, 2020shares | |
Common Stock | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, shares authorized | 1,600,000,000 | 1,600,000,000 | ||
Common stock, shares issued | 153,638,836 | 152,692,140 | ||
Common Stock, shares, outstanding | 150,851,689 | 150,142,955 | ||
Common stock, shares returned | 4,570,734 | |||
Number of voting rights entitled for each share of Common Stock held | Vote | 1 | |||
Series A Preferred Stock | ||||
Common Stock | ||||
Preferred shares converted to common (in shares) | 275,000 | |||
Common Stock | ||||
Common Stock | ||||
Common stock, shares issued | 153,638,836 | 152,692,140 | ||
Common Stock, shares, outstanding | 150,851,689 | 150,142,955 | ||
Preferred shares converted to common (in shares) | 336,214 | 1,986,767 | 3,667,803 |
Stockholders_ Equity - Preferre
Stockholders’ Equity - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 12, 2017 | |
Preferred Stock | ||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||
Preferred stock, shares outstanding | 4,294,233 | 4,569,233 | 4,294,233 | 4,569,233 | ||||||||||||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Cumulative dividends for Series A Preferred Stock | $ 597 | $ 884 | $ 914 | $ 914 | $ 914 | $ 914 | $ 914 | $ 914 | $ 1,828 | $ 1,828 | $ 2,712 | $ 2,742 | $ 3,309 | $ 3,655 | $ 2,489 | |
Series A Preferred Stock | ||||||||||||||||
Preferred Stock | ||||||||||||||||
Preferred stock, shares outstanding | 4,294,233 | 4,569,233 | 4,294,233 | 4,569,233 | ||||||||||||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Conversion ratio to Common Stock | 1.2226 | 1.2226 | ||||||||||||||
Conversion price (in dollars per share) | $ 8.80 | $ 8.80 | ||||||||||||||
Third anniversary expected liquidation preference (in dollars per share) | $ 10.75911 | $ 10.75911 | ||||||||||||||
Number of Common Stock issuable upon conversion of all convertible Preferred Shares | 11,240,869 | 11,240,869 | ||||||||||||||
Additional common stock issuable upon conversion of remaining convertible shares | 5,250,129 | 5,250,129 | ||||||||||||||
Preferred Stock, cumulative dividends rate (in percentage) | 10.00% | |||||||||||||||
Cumulative dividends for Series A Preferred Stock | $ 3,300 | |||||||||||||||
Cumulative accrued but unpaid dividends | $ 9,400 | |||||||||||||||
Per share average of cumulative preferred dividends (in dollars per share) | $ 2.2 |
Stockholders_ Equity - Treasury
Stockholders’ Equity - Treasury Stock (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 08, 2017 | |
Stockholders’ Equity | |||
Treasury stock, shares authorized | 5,000,000 | ||
Treasury stock purchases (in shares) | 237,962 | ||
Treasury stock, average share price | $ 2.51 | ||
Treasury shares | 2,787,147 | 2,549,185 |
Stockholders_ Equity - Warrants
Stockholders’ Equity - Warrants (Details) | 12 Months Ended |
Dec. 31, 2019item$ / sharesshares | |
Warrants | |
Number of Common Stock each warrant may purchase | 0.5 |
Exercise price of warrant per half of Common Stock | $ / shares | $ 5.75 |
Exercise price of warrant per one Common Stock (in US$ per share) | $ / shares | $ 11.50 |
Expiration of warrants from business acquisition date | 5 years |
Warrant redemption price (in US$ per share) | $ / shares | $ 0.01 |
Minimum written notice period of redemption | 30 days |
Minimum common stock sales price for exercise of redemption right (in US$ per share) | $ / shares | $ 24 |
Minimum trading days within 30-day period at $24 per share for exercise of redemption right | item | 20 |
Trading day period for exercise of redemption right | 30 days |
Period of the 30-day period prior to notice of redemption | 3 days |
Period of current registration effectivity prior to 30-day trading period | 5 days |
Warrants | |
Warrants | |
Warrants outstanding | 34,988,302 |
Number of warrants separated from the original unit | 34,988,302 |
Number of warrants not separated from the original unit | 11,698 |
Warrants | IPO | |
Warrants | |
Units issued | 35,000,000 |
Common stock included in units | 1 |
Warrants included in units | 1 |
Related-Party Transactions - Le
Related-Party Transactions - Leasing Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related-Party Transactions | |||
Rental expense on operating leases under ASC 842 | $ 77.3 | ||
Rent expense for operating leases under ASC 840 | $ 83.8 | $ 60 | |
Affiliate of largest stockholder | |||
Related-Party Transactions | |||
Rental expense on operating leases under ASC 842 | $ 0.4 | ||
Rent expense for operating leases under ASC 840 | $ 0.7 | $ 0.7 |
Related-Party Transactions - Co
Related-Party Transactions - Consulting Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related-Party Transactions | |||||||||||||||
Amount of related party transaction | $ 9,501 | $ 12,403 | $ 33,431 | ||||||||||||
Related party expense | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 3,664 | $ 775 | $ 6,783 | $ 1,181 | $ 6,329 | $ 7,964 | $ 7,759 | $ 8,739 | 9,501 | 12,403 | 33,431 |
Consulting Services | Oakana Holdings Inc | |||||||||||||||
Related-Party Transactions | |||||||||||||||
Amount of related party transaction | 200 | 200 | 100 | ||||||||||||
Consulting Services | Shadow Pond LLC | |||||||||||||||
Related-Party Transactions | |||||||||||||||
Amount of related party transaction | $ 0 | $ 100 | $ 500 |
Related-Party Transactions - Re
Related-Party Transactions - Relationship with HandsOn Global Management (Details) $ in Thousands | Jul. 13, 2017USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016agreement | Dec. 31, 2015agreement |
Related-Party Transactions | ||||||||||||||||||
Related party expense | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 3,664 | $ 775 | $ 6,783 | $ 1,181 | $ 6,329 | $ 7,964 | $ 7,759 | $ 8,739 | $ 9,501 | $ 12,403 | $ 33,431 | |||
Amount of related party transaction | 9,501 | 12,403 | 33,431 | |||||||||||||||
HGM | Management Fees | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Amount of related party transaction | $ 0 | 6,000 | ||||||||||||||||
HGM | Travel Expense | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Amount of related party transaction | 600 | 900 | ||||||||||||||||
HGM | Travel Expense | Maximum | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Amount of related party transaction | 100 | |||||||||||||||||
HGM | Contract Cancellation And Advising Fees | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Amount of related party transaction | 0 | 0 | 23,000 | |||||||||||||||
Amount of related party transaction paid by issuance of common stock | $ 10,000 | |||||||||||||||||
Number of shares issues in payment of related party transaction | shares | 1,250,000 | |||||||||||||||||
Entities affiliated with HGM managed funds | Master Service Agreement | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Revenue share percentage | 25.00% | 25.00% | ||||||||||||||||
SourceHOV | Master Service Agreement | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Revenue share percentage | 75.00% | 75.00% | ||||||||||||||||
SourceHOV | Entities affiliated with HGM managed funds | Master Service Agreement | ||||||||||||||||||
Related-Party Transactions | ||||||||||||||||||
Related party expense | $ 1,000 | $ 700 | $ 600 | |||||||||||||||
Number of master agreements | agreement | 10 | 10 |
Related-Party Transactions - _2
Related-Party Transactions - Relationship with HOV Services, Ltd (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related-Party Transactions | |||||||||||||||
Amount of related party transaction | $ 9,501 | $ 12,403 | $ 33,431 | ||||||||||||
Related party expense | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 3,664 | $ 775 | $ 6,783 | $ 1,181 | $ 6,329 | $ 7,964 | $ 7,759 | $ 8,739 | 9,501 | 12,403 | 33,431 |
HOV Services, Ltd | Data Capture And Technology Services | Cost of revenue | |||||||||||||||
Related-Party Transactions | |||||||||||||||
Amount of related party transaction | $ 1,500 | $ 1,600 | $ 1,700 |
Related Party Transactions - Re
Related Party Transactions - Relationship with Apollo Global Management, LLC (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2019USD ($)subsidiary | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Related-Party Transactions | ||||||||||||||||
Related party expense | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 3,664 | $ 775 | $ 6,783 | $ 1,181 | $ 6,329 | $ 7,964 | $ 7,759 | $ 8,739 | $ 9,501 | $ 12,403 | $ 33,431 | |
Finance lease liability | 34,060 | 34,060 | ||||||||||||||
Management Holdings | Master Service Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | 600 | 600 | 300 | |||||||||||||
Caesars | Master Service Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | 4,400 | 4,100 | 1,200 | |||||||||||||
ADT LLC | Master Service Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | 1,200 | 600 | ||||||||||||||
ADT LLC | Master Service Agreement | Maximum | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | 100 | |||||||||||||||
Diamond Resorts Centralized Services | Master Service Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | 5,400 | 5,700 | 0 | |||||||||||||
Related party cost of revenue | 0 | |||||||||||||||
Diamond Resorts Centralized Services | Master Service Agreement | Maximum | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Related party cost of revenue | 100 | 100 | ||||||||||||||
Presidio Group | Master Service Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Related party expense | 1,000 | 700 | 300 | |||||||||||||
Presidio Capital | Master Lease Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Number of subsidiaries involved in agreement | subsidiary | 1 | |||||||||||||||
Finance lease liability | $ 1,000 | $ 900 | $ 1,000 | $ 1,000 | 900 | |||||||||||
Evertec | Equipment Maintenance Agreement | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | $ 300 | $ 300 | ||||||||||||||
Evertec | Equipment Maintenance Agreement | Maximum | ||||||||||||||||
Related-Party Transactions | ||||||||||||||||
Revenue from related parties | $ 100 |
Related Party Transactions - _2
Related Party Transactions - Relationship with Ex-Sigma and Ex-Sigma 2 (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||||||||||||
Related party expense | $ 1,742 | $ 1,430 | $ 5,331 | $ 998 | $ 3,664 | $ 775 | $ 6,783 | $ 1,181 | $ 6,329 | $ 7,964 | $ 7,759 | $ 8,739 | $ 9,501 | $ 12,403 | $ 33,431 | |
Related party payables | 1,740 | $ 10,207 | $ 11,671 | $ 13,812 | 15,363 | $ 15,792 | $ 17,023 | $ 14,172 | $ 11,671 | $ 17,023 | 10,207 | $ 15,792 | 1,740 | 15,363 | ||
Selling, general and administrative expense | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party expense | $ 500 | 400 | ||||||||||||||
Ex-Sigma 2, LLC | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Cash reimbursed to related parties | 5,600 | |||||||||||||||
Margin Loan | Ex-Sigma 2, LLC | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party expense | 1,700 | 5,200 | ||||||||||||||
Related party payables | 6,900 | 6,900 | ||||||||||||||
Amount of bonus paid | $ 4,600 | |||||||||||||||
Payroll taxes | 1,700 | |||||||||||||||
Margin Loan | Ex-Sigma 2, LLC | Selling, general and administrative expense | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Amount of bonus expense incurred | $ 6,300 | 6,300 | ||||||||||||||
Secondary Offering | Ex-Sigma 2, LLC | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party payables | 2,400 | 2,100 | 2,400 | 2,100 | ||||||||||||
Legal Expenses | Ex-Sigma 2, LLC | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Related party payables | $ 600 | $ 400 | $ 600 | $ 400 |
Related-Party Transactions - _3
Related-Party Transactions - Receivable and Payable Balance with Affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Receivable and Payable Balances with Affiliates | ||||||||
Receivable balances with affiliates | $ 716 | $ 42 | $ 206 | $ 0 | ||||
Increase to related party payables | 1,740 | $ 10,207 | $ 11,671 | $ 13,812 | 15,363 | $ 15,792 | $ 17,023 | $ 14,172 |
HOV Services, Ltd | ||||||||
Receivable and Payable Balances with Affiliates | ||||||||
Receivable balances with affiliates | 601 | |||||||
Increase to related party payables | 405 | |||||||
Rule 14, LLC | ||||||||
Receivable and Payable Balances with Affiliates | ||||||||
Increase to related party payables | 250 | 127 | ||||||
HGM | ||||||||
Receivable and Payable Balances with Affiliates | ||||||||
Receivable balances with affiliates | 115 | |||||||
Increase to related party payables | 6,998 | |||||||
Apollo | ||||||||
Receivable and Payable Balances with Affiliates | ||||||||
Increase to related party payables | 202 | 205 | ||||||
Oakana Holdings Inc | ||||||||
Receivable and Payable Balances with Affiliates | ||||||||
Increase to related party payables | 1 | |||||||
Ex-Sigma | ||||||||
Receivable and Payable Balances with Affiliates | ||||||||
Increase to related party payables | $ 1,287 | $ 7,628 |
Segment and Geographic Area I_3
Segment and Geographic Area Information - Revenue by segment information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment information | |||||||||||||||
Number of segments | segment | 3 | ||||||||||||||
Revenue | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | $ 795,206 | $ 803,549 | $ 1,168,751 | $ 1,186,579 | $ 1,562,337 | $ 1,586,222 | $ 1,145,891 |
Cost of revenue (exclusive of depreciation and amortization) | 314,858 | 295,445 | 303,831 | 310,601 | 306,654 | 296,685 | 315,167 | 294,897 | 614,432 | 610,064 | 909,877 | 906,749 | 1,224,735 | 1,213,403 | 827,544 |
Segment profit | 337,602 | 372,819 | 318,347 | ||||||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 49,678 | 48,347 | 51,162 | 49,677 | 48,114 | 44,897 | 46,378 | 45,519 | 100,839 | 91,897 | 149,186 | 136,794 | 198,864 | 184,908 | 220,955 |
Depreciation and amortization | 24,421 | 25,079 | 24,779 | 26,624 | 33,684 | 33,410 | 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | ||||||||
Related party expense | 9,501 | 12,403 | 33,431 | ||||||||||||
Interest expense, net | 43,216 | 40,573 | 39,959 | 39,701 | 38,999 | 39,087 | 39,229 | 38,676 | 79,660 | 77,905 | 120,235 | 116,992 | 163,449 | 155,991 | 129,676 |
Debt modification and extinguishment costs | 1,404 | 1,067 | 1,404 | 1,404 | 1,067 | 1,404 | 1,067 | 35,512 | |||||||
Sundry expense (income), net | 600 | (165) | 1,311 | (2,715) | (905) | 2,283 | 2,122 | (229) | (1,404) | 1,893 | (1,569) | 4,176 | 969 | (3,271) | 2,295 |
Other expense (income), net | 10,003 | 406 | 2,527 | 1,493 | 2,567 | (1,069) | (907) | (3,621) | 4,020 | (4,528) | 4,424 | (5,597) | 14,429 | (3,030) | (1,297) |
Net loss before income taxes | (302,131) | (135,058) | (36,833) | (27,452) | (83,071) | (29,539) | (28,890) | (19,953) | $ (64,285) | $ (48,842) | $ (199,343) | $ (78,382) | (501,474) | (161,453) | (270,552) |
ITPS | |||||||||||||||
Segment information | |||||||||||||||
Revenue | 306,665 | 292,607 | 309,840 | 325,172 | 324,267 | 307,313 | 330,131 | 311,936 | 1,234,284 | 1,273,647 | 820,677 | ||||
Cost of revenue (exclusive of depreciation and amortization) | 250,927 | 241,867 | 249,589 | 259,272 | 255,191 | 247,021 | 262,066 | 246,042 | 1,001,655 | 1,010,320 | 619,694 | ||||
Segment profit | 232,629 | 263,327 | 200,983 | ||||||||||||
HS | |||||||||||||||
Segment information | |||||||||||||||
Revenue | 69,806 | 62,132 | 63,440 | 61,343 | 56,293 | 56,776 | 56,314 | 58,632 | 256,721 | 228,015 | 233,595 | ||||
Cost of revenue (exclusive of depreciation and amortization) | 53,634 | 42,717 | 43,353 | 40,341 | 40,008 | 37,139 | 39,538 | 35,192 | 180,045 | 151,877 | 152,290 | ||||
Segment profit | 76,676 | 76,138 | 81,305 | ||||||||||||
LLPS | |||||||||||||||
Segment information | |||||||||||||||
Revenue | 17,115 | 18,806 | 17,569 | 17,842 | 19,083 | 18,941 | 23,937 | 22,599 | 71,332 | 84,560 | 91,619 | ||||
Cost of revenue (exclusive of depreciation and amortization) | $ 10,297 | $ 10,861 | $ 10,889 | $ 10,988 | $ 11,455 | $ 12,525 | $ 13,563 | $ 13,663 | 43,035 | 51,206 | 55,560 | ||||
Segment profit | $ 28,297 | $ 33,354 | $ 36,059 |
Segment and Geographic Area I_4
Segment and Geographic Area Information - Revenues by principal geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues by principal geographic area | |||||||||||||||
Revenue | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | $ 795,206 | $ 803,549 | $ 1,168,751 | $ 1,186,579 | $ 1,562,337 | $ 1,586,222 | $ 1,145,891 |
United States | |||||||||||||||
Revenues by principal geographic area | |||||||||||||||
Revenue | 1,286,678 | 1,347,516 | 1,000,827 | ||||||||||||
EMEA | |||||||||||||||
Revenues by principal geographic area | |||||||||||||||
Revenue | 248,466 | 211,314 | 130,098 | ||||||||||||
Other | |||||||||||||||
Revenues by principal geographic area | |||||||||||||||
Revenue | $ 27,193 | $ 27,392 | $ 14,966 |
Unaudited Quarterly Financial_3
Unaudited Quarterly Financial Data - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 05, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||||||||||
Cash and cash equivalents | $ 94,100 | $ 6,198 | $ 9,358 | $ 18,406 | $ 8,559 | $ 36,206 | $ 41,206 | $ 56,961 | $ 29,010 | ||
Restricted cash | 7,901 | 5,867 | 5,020 | 4,701 | 7,648 | 8,441 | 29,910 | 10,421 | |||
Accounts receivable, net | 261,400 | 260,438 | 266,660 | 278,064 | 270,812 | 253,986 | 262,260 | 238,680 | |||
Related party receivables | 716 | 42 | 206 | 0 | |||||||
Inventories, net | 19,047 | 16,996 | 16,735 | 16,321 | 16,220 | 16,122 | 15,088 | 13,519 | |||
Prepaid expenses and other current assets | 23,663 | 22,617 | 23,713 | 25,252 | 24,937 | 26,933 | 24,108 | 27,520 | |||
Total current assets | 318,925 | 315,318 | 330,740 | 332,897 | 355,823 | 346,688 | 388,327 | 319,150 | |||
Property, plant and equipment, net of accumulated depreciation of $154,060 | 113,637 | 119,469 | 125,018 | 129,621 | 132,986 | 131,156 | 135,585 | 132,870 | |||
Operating lease right-of-use assets, net | 93,627 | 93,352 | 96,498 | 100,727 | |||||||
Goodwill | 359,771 | 611,982 | 708,246 | 708,285 | 708,258 | 749,762 | 748,708 | 747,325 | $ 747,325 | ||
Intangible assets, net | 342,443 | 357,114 | 372,004 | 383,680 | 395,020 | 384,895 | 405,457 | 424,251 | |||
Deferred income tax assets | 12,032 | 15,950 | 16,301 | 16,322 | 16,345 | 15,606 | 16,076 | 9,967 | |||
Other noncurrent assets | 17,889 | 13,557 | 14,714 | 17,667 | 19,391 | 21,650 | 21,276 | 18,490 | |||
Total assets | 1,258,324 | 1,526,742 | 1,663,521 | 1,689,199 | 1,627,823 | 1,649,757 | 1,715,429 | 1,652,053 | |||
Current liabilities | |||||||||||
Accounts payables | 86,167 | 93,815 | 99,089 | 90,924 | 99,853 | 90,673 | 86,304 | 77,194 | |||
Related party payables | 1,740 | 10,207 | 11,671 | 13,812 | 15,363 | 15,792 | 17,023 | 14,172 | |||
Income tax payable | 352 | 2,525 | 4,898 | 1,996 | 5,422 | 5,385 | 6,967 | ||||
Accrued liabilities | 121,553 | 104,097 | 102,265 | 105,018 | 107,355 | 81,259 | 79,851 | 70,217 | |||
Accrued compensation and benefits | 48,574 | 49,636 | 50,218 | 55,745 | 52,211 | 52,464 | 48,409 | 47,279 | |||
Accrued interest | 48,769 | 24,602 | 48,935 | 23,928 | 49,071 | 23,845 | 48,885 | 23,795 | |||
Customer deposits | 27,765 | 30,161 | 28,914 | 28,410 | 34,235 | 39,419 | 36,997 | 36,542 | |||
Deferred revenue | 16,282 | 17,368 | 19,428 | 19,966 | 16,504 | 18,084 | 20,654 | 15,933 | |||
Obligation for claim payment | 39,156 | 43,267 | 41,496 | 46,063 | 56,002 | 52,889 | 94,233 | 56,554 | |||
Current portion of finance lease liabilities | 13,788 | 15,172 | 15,897 | 15,961 | 15,926 | 16,568 | 14,785 | ||||
Current portion of operating lease liabilities | 25,345 | 26,604 | 27,444 | 27,368 | |||||||
Current portion of long-term debts | 36,490 | 37,237 | 38,929 | 32,821 | 29,237 | 20,062 | 19,799 | 21,170 | |||
Total current liabilities | 465,981 | 452,166 | 486,811 | 464,914 | 479,325 | 415,835 | 474,108 | 384,608 | |||
Long-term debt, net of current maturities | 1,398,385 | 1,367,583 | 1,331,898 | 1,336,152 | 1,306,423 | 1,307,884 | 1,278,197 | 1,277,029 | |||
Finance lease liabilities, net of current portion | 20,272 | 24,159 | 25,772 | 27,231 | 22,945 | 25,193 | 26,474 | ||||
Pension liabilities | 25,681 | 28,850 | 27,141 | 27,730 | 27,641 | 32,887 | 32,967 | 28,540 | |||
Deferred income tax liabilities | 7,996 | 12,679 | 15,898 | 12,441 | 11,214 | 2,115 | 5,016 | 5,478 | |||
Long-term income tax liabilities | 2,806 | 2,892 | 2,842 | 3,158 | 3,024 | 3,470 | 3,470 | 3,470 | |||
Operating lease liabilities, net of current portion | 73,282 | 71,661 | 74,290 | 78,290 | |||||||
Other long-term liabilities | 6,962 | 7,866 | 7,882 | 6,747 | 14,717 | 15,307 | 16,208 | 13,879 | |||
Total liabilities | 2,001,365 | 1,967,856 | 1,972,534 | 1,956,663 | 1,869,082 | 1,800,443 | 1,835,159 | 1,739,478 | |||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Common Stock | 15 | 15 | 15 | 15 | 15 | 15 | 15 | 15 | |||
Preferred Stock | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | |||
Additional paid in capital | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | 445,452 | |||
Less: common stock held in treasury, at cost; 2,549,185 shares | (10,949) | (10,949) | (10,949) | (10,342) | (10,342) | (5,148) | (3,728) | (249) | |||
Equity-based compensation | 49,336 | 48,411 | 47,190 | 44,529 | 41,731 | 38,601 | 36,980 | 35,044 | |||
Accumulated deficit | (1,211,508) | (907,422) | (776,134) | (734,563) | (702,392) | (615,058) | (586,253) | (555,744) | |||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | (7,329) | (7,644) | (5,319) | (3,031) | (6,423) | (3,858) | (1,366) | (487) | |||
Unrealized pension actuarial losses, net of tax | (8,059) | (8,978) | (9,269) | (9,525) | (9,301) | (10,691) | (10,831) | (11,457) | |||
Total accumulated other comprehensive loss | (15,388) | (16,622) | (14,588) | (12,556) | (15,724) | (14,549) | (12,197) | (11,944) | |||
Total stockholders’ deficit | (743,041) | (441,114) | (309,013) | (267,464) | (241,259) | (150,686) | (119,730) | (87,425) | $ (51,796) | $ (339,901) | |
Total liabilities and stockholders’ deficit | $ 1,258,324 | 1,526,742 | 1,663,521 | 1,689,199 | 1,627,823 | 1,649,757 | 1,715,429 | 1,652,053 | |||
As previously reported | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | 10,312 | 18,449 | 8,262 | 25,615 | 40,692 | 55,783 | 26,882 | ||||
Restricted cash | 4,913 | 4,977 | 4,998 | 18,239 | 8,955 | 31,088 | 12,549 | ||||
Accounts receivable, net | 260,438 | 266,660 | 278,064 | 270,812 | 253,986 | 262,260 | 238,680 | ||||
Related party receivables | 42 | 206 | |||||||||
Inventories, net | 16,996 | 16,735 | 16,321 | 16,220 | 16,122 | 15,088 | 13,519 | ||||
Prepaid expenses and other current assets | 22,695 | 23,791 | 25,330 | 25,015 | 26,933 | 24,108 | 27,520 | ||||
Total current assets | 315,396 | 330,818 | 332,975 | 355,901 | 346,688 | 388,327 | 319,150 | ||||
Property, plant and equipment, net of accumulated depreciation of $154,060 | 119,469 | 125,018 | 129,621 | 132,986 | 131,156 | 135,585 | 132,870 | ||||
Operating lease right-of-use assets, net | 93,352 | 96,498 | 100,727 | ||||||||
Goodwill | 609,458 | 708,246 | 708,285 | 708,258 | 749,762 | 748,708 | 747,325 | ||||
Intangible assets, net | 374,445 | 387,775 | 397,412 | 407,021 | 398,280 | 419,725 | 438,929 | ||||
Deferred income tax assets | 15,830 | 16,181 | 16,202 | 16,225 | 14,810 | 15,280 | 9,171 | ||||
Other noncurrent assets | 13,557 | 14,714 | 17,667 | 19,391 | 21,650 | 21,276 | 18,490 | ||||
Total assets | 1,541,507 | 1,679,250 | 1,702,889 | 1,639,782 | 1,662,346 | 1,728,901 | 1,665,935 | ||||
Current liabilities | |||||||||||
Accounts payables | 93,815 | 99,089 | 90,924 | 99,853 | 90,673 | 86,304 | 77,194 | ||||
Related party payables | 274 | 238 | 6,184 | 7,735 | 10,756 | 11,987 | 14,172 | ||||
Income tax payable | 2,525 | 4,898 | 1,996 | 5,422 | 5,385 | 6,967 | |||||
Accrued liabilities | 60,994 | 59,487 | 63,138 | 66,008 | 41,397 | 40,737 | 31,805 | ||||
Accrued compensation and benefits | 51,819 | 52,493 | 57,961 | 54,583 | 54,975 | 50,905 | 49,738 | ||||
Accrued interest | 24,602 | 48,935 | 23,928 | 49,071 | 23,845 | 48,885 | 23,795 | ||||
Customer deposits | 30,161 | 28,914 | 28,410 | 34,235 | 39,419 | 36,997 | 36,542 | ||||
Deferred revenue | 17,368 | 19,428 | 19,966 | 16,504 | 18,084 | 20,654 | 15,933 | ||||
Obligation for claim payment | 43,267 | 41,496 | 46,063 | 56,002 | 52,889 | 94,233 | 56,554 | ||||
Current portion of finance lease liabilities | 15,172 | 15,897 | 15,961 | 15,926 | 16,568 | 14,785 | |||||
Current portion of operating lease liabilities | 26,604 | 27,444 | 27,368 | ||||||||
Current portion of long-term debts | 37,237 | 38,929 | 32,821 | 29,237 | 20,062 | 16,299 | 21,170 | ||||
Total current liabilities | 401,313 | 434,875 | 417,622 | 432,722 | 373,448 | 428,954 | 348,655 | ||||
Long-term debt, net of current maturities | 1,367,583 | 1,331,898 | 1,336,152 | 1,306,423 | 1,307,884 | 1,281,697 | 1,277,029 | ||||
Finance lease liabilities, net of current portion | 24,159 | 25,772 | 27,231 | 22,945 | 25,193 | 26,474 | |||||
Pension liabilities | 26,667 | 24,866 | 25,514 | 25,269 | 30,376 | 30,471 | 26,081 | ||||
Deferred income tax liabilities | 12,677 | 15,896 | 12,439 | 11,212 | 2,115 | 5,016 | 5,478 | ||||
Long-term income tax liabilities | 2,892 | 2,842 | 3,158 | 3,024 | 3,470 | 3,470 | 3,470 | ||||
Operating lease liabilities, net of current portion | 71,661 | 74,290 | 78,290 | ||||||||
Other long-term liabilities | 7,866 | 7,882 | 6,747 | 15,400 | 15,307 | 16,208 | 13,879 | ||||
Total liabilities | 1,914,818 | 1,918,321 | 1,907,153 | 1,820,788 | 1,755,545 | 1,791,009 | 1,701,066 | ||||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Common Stock | 15 | 15 | 15 | 15 | 15 | 15 | 15 | ||||
Preferred Stock | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||
Additional paid in capital | 482,018 | 482,018 | 482,018 | 482,018 | 482,018 | 482,018 | 482,018 | ||||
Less: common stock held in treasury, at cost; 2,549,185 shares | (10,949) | (10,949) | (10,342) | (10,342) | (5,148) | (3,728) | (249) | ||||
Equity-based compensation | 48,411 | 47,190 | 44,529 | 41,731 | 38,601 | 36,980 | 35,044 | ||||
Accumulated deficit | (876,043) | (742,616) | (707,787) | (678,563) | (594,162) | (565,222) | (540,041) | ||||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | (7,786) | (5,461) | (3,173) | (6,565) | (3,833) | (1,341) | (462) | ||||
Unrealized pension actuarial losses, net of tax | (8,978) | (9,269) | (9,525) | (9,301) | (10,691) | (10,831) | (11,457) | ||||
Total accumulated other comprehensive loss | (16,764) | (14,730) | (12,698) | (15,866) | (14,524) | (12,172) | (11,919) | ||||
Total stockholders’ deficit | (373,311) | (239,071) | (204,264) | (181,006) | (93,199) | (62,108) | (35,131) | ||||
Total liabilities and stockholders’ deficit | 1,541,507 | 1,679,250 | 1,702,889 | 1,639,782 | 1,662,346 | 1,728,901 | 1,665,935 | ||||
Adjustment | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | (954) | (43) | 297 | 10,591 | 514 | 1,178 | 2,128 | ||||
Restricted cash | 954 | 43 | (297) | (10,591) | (514) | (1,178) | (2,128) | ||||
Prepaid expenses and other current assets | (78) | (78) | (78) | (78) | |||||||
Total current assets | (78) | (78) | (78) | (78) | |||||||
Goodwill | 2,524 | ||||||||||
Intangible assets, net | (17,331) | (15,771) | (13,732) | (12,001) | (13,385) | (14,268) | (14,678) | ||||
Deferred income tax assets | 120 | 120 | 120 | 120 | 796 | 796 | 796 | ||||
Total assets | (14,765) | (15,729) | (13,690) | (11,959) | (12,589) | (13,472) | (13,882) | ||||
Current liabilities | |||||||||||
Related party payables | 9,933 | 11,433 | 7,628 | 7,628 | 5,036 | 5,036 | |||||
Accrued liabilities | 43,103 | 42,778 | 41,880 | 41,347 | 39,862 | 39,114 | 38,412 | ||||
Accrued compensation and benefits | (2,183) | (2,275) | (2,216) | (2,372) | (2,511) | (2,496) | (2,459) | ||||
Current portion of long-term debts | 3,500 | ||||||||||
Total current liabilities | 50,853 | 51,936 | 47,292 | 46,603 | 42,387 | 45,154 | 35,953 | ||||
Long-term debt, net of current maturities | (3,500) | ||||||||||
Pension liabilities | 2,183 | 2,275 | 2,216 | 2,372 | 2,511 | 2,496 | 2,459 | ||||
Deferred income tax liabilities | 2 | 2 | 2 | 2 | |||||||
Other long-term liabilities | (683) | ||||||||||
Total liabilities | 53,038 | 54,213 | 49,510 | 48,294 | 44,898 | 44,150 | 38,412 | ||||
Commitments and Contingencies (Note 14) | |||||||||||
Stockholders' equity (deficit) | |||||||||||
Additional paid in capital | (36,566) | (36,566) | (36,566) | (36,566) | (36,566) | (36,566) | (36,566) | ||||
Accumulated deficit | (31,379) | (33,518) | (26,776) | (23,829) | (20,896) | (21,031) | (15,703) | ||||
Accumulated other comprehensive loss: | |||||||||||
Foreign currency translation adjustment | 142 | 142 | 142 | 142 | (25) | (25) | (25) | ||||
Total accumulated other comprehensive loss | 142 | 142 | 142 | 142 | (25) | (25) | (25) | ||||
Total stockholders’ deficit | (67,803) | (69,942) | (63,200) | (60,253) | (57,487) | (57,622) | (52,294) | ||||
Total liabilities and stockholders’ deficit | $ (14,765) | $ (15,729) | $ (13,690) | $ (11,959) | $ (12,589) | $ (13,472) | $ (13,882) |
Unaudited Quarterly Financial_4
Unaudited Quarterly Financial Data - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Selected Quarterly Financial Results (Unaudited) | |||||||||||||||
Revenue | $ 393,586 | $ 373,545 | $ 390,849 | $ 404,357 | $ 399,643 | $ 383,030 | $ 410,382 | $ 393,167 | $ 795,206 | $ 803,549 | $ 1,168,751 | $ 1,186,579 | $ 1,562,337 | $ 1,586,222 | $ 1,145,891 |
Cost of revenue (exclusive of depreciation and amortization) | 314,858 | 295,445 | 303,831 | 310,601 | 306,654 | 296,685 | 315,167 | 294,897 | 614,432 | 610,064 | 909,877 | 906,749 | 1,224,735 | 1,213,403 | 827,544 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 49,678 | 48,347 | 51,162 | 49,677 | 48,114 | 44,897 | 46,378 | 45,519 | 100,839 | 91,897 | 149,186 | 136,794 | 198,864 | 184,908 | 220,955 |
Depreciation and amortization | 24,421 | 25,079 | 24,779 | 26,624 | 33,684 | 33,410 | 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | ||||||||
Related party expense | 1,742 | 1,430 | 5,331 | 998 | 3,664 | 775 | 6,783 | 1,181 | 6,329 | 7,964 | 7,759 | 8,739 | 9,501 | 12,403 | 33,431 |
Operating loss | (249,512) | (93,914) | 5,746 | 16,457 | (40,600) | 7,263 | 7,310 | 15,331 | 22,203 | 22,642 | (71,711) | 29,904 | (321,223) | (10,696) | (104,366) |
Other expense (income), net: | |||||||||||||||
Interest expense, net | 43,216 | 40,573 | 39,959 | 39,701 | 38,999 | 39,087 | 39,229 | 38,676 | 79,660 | 77,905 | 120,235 | 116,992 | 163,449 | 155,991 | 129,676 |
Debt modification and extinguishment costs | 1,404 | 1,067 | 1,404 | 1,404 | 1,067 | 1,404 | 1,067 | 35,512 | |||||||
Sundry expense (income),net | (600) | 165 | (1,311) | 2,715 | 905 | (2,283) | (2,122) | 229 | 1,404 | (1,893) | 1,569 | (4,176) | (969) | 3,271 | (2,295) |
Other expense (income), net | 10,003 | 406 | 2,527 | 1,493 | 2,567 | (1,069) | (907) | (3,621) | 4,020 | (4,528) | 4,424 | (5,597) | 14,429 | (3,030) | (1,297) |
Net loss before income taxes | (302,131) | (135,058) | (36,833) | (27,452) | (83,071) | (29,539) | (28,890) | (19,953) | (64,285) | (48,842) | (199,343) | (78,382) | (501,474) | (161,453) | (270,552) |
Income tax (expense) benefit | (1,953) | 3,769 | (4,738) | (4,720) | (3,442) | 733 | (1,619) | (4,025) | (9,458) | (5,644) | (5,689) | (4,911) | (7,642) | (8,353) | 61,068 |
Net loss | (304,084) | (131,289) | (41,571) | (32,172) | (86,513) | (28,806) | (30,509) | (23,978) | (73,743) | (54,486) | (205,032) | (83,293) | (509,116) | (169,806) | (209,484) |
Cumulative dividends for Series A Preferred Stock | (597) | (884) | (914) | (914) | (914) | (914) | (914) | (914) | (1,828) | (1,828) | (2,712) | (2,742) | (3,309) | (3,655) | (2,489) |
Net loss attributable to common stockholders | $ (304,681) | $ (132,173) | $ (42,485) | $ (33,086) | $ (87,427) | $ (29,720) | $ (31,423) | $ (24,892) | (75,571) | (56,314) | (207,744) | (86,035) | $ (512,425) | $ (173,461) | $ (228,348) |
Weighted average outstanding common shares | 146,161,353 | 145,636,749 | 145,466,193 | 145,572,221 | 147,773,089 | 147,092,936 | 147,688,855 | 147,569,383 | |||||||
Earnings per share: | |||||||||||||||
(Understatement) / overstatement of loss per share | $ (2.09) | $ (0.91) | $ (0.29) | $ (0.23) | $ (0.59) | $ (0.20) | $ (0.21) | $ (0.17) | $ (3.52) | $ (1.17) | $ (2.18) | ||||
ITPS | |||||||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||||||
Revenue | $ 306,665 | $ 292,607 | $ 309,840 | $ 325,172 | $ 324,267 | $ 307,313 | $ 330,131 | $ 311,936 | $ 1,234,284 | $ 1,273,647 | $ 820,677 | ||||
Cost of revenue (exclusive of depreciation and amortization) | 250,927 | 241,867 | 249,589 | 259,272 | 255,191 | 247,021 | 262,066 | 246,042 | 1,001,655 | 1,010,320 | 619,694 | ||||
HS | |||||||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||||||
Revenue | 69,806 | 62,132 | 63,440 | 61,343 | 56,293 | 56,776 | 56,314 | 58,632 | 256,721 | 228,015 | 233,595 | ||||
Cost of revenue (exclusive of depreciation and amortization) | 53,634 | 42,717 | 43,353 | 40,341 | 40,008 | 37,139 | 39,538 | 35,192 | 180,045 | 151,877 | 152,290 | ||||
LLPS | |||||||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||||||
Revenue | 17,115 | 18,806 | 17,569 | 17,842 | 19,083 | 18,941 | 23,937 | 22,599 | 71,332 | 84,560 | 91,619 | ||||
Cost of revenue (exclusive of depreciation and amortization) | $ 10,297 | 10,861 | 10,889 | 10,988 | 11,455 | 12,525 | 13,563 | 13,663 | $ 43,035 | 51,206 | 55,560 | ||||
As previously reported | |||||||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||||||
Revenue | 372,917 | 390,160 | 403,765 | 399,643 | 383,030 | 410,382 | 393,167 | 793,924 | 803,549 | 1,166,841 | 1,186,579 | 1,586,222 | 1,152,324 | ||
Cost of revenue (exclusive of depreciation and amortization) | 291,222 | 298,006 | 306,882 | 306,192 | 295,936 | 313,954 | 293,792 | 604,888 | 607,746 | 896,110 | 903,682 | 1,209,874 | 829,143 | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 50,372 | 51,564 | 49,949 | 47,420 | 44,913 | 46,723 | 45,595 | 101,513 | 92,318 | 151,884 | 137,231 | 184,651 | 220,955 | ||
Depreciation and amortization | 27,114 | 27,191 | 28,020 | 36,057 | 35,041 | 36,368 | 38,019 | 55,211 | 74,386 | 82,326 | 109,428 | 145,485 | 98,890 | ||
Impairment of goodwill and other intangible assets | 99,682 | 48,127 | 99,682 | 48,127 | 69,437 | ||||||||||
Related party expense | 1,405 | 1,055 | 994 | 1,068 | 759 | 1,402 | 1,105 | 2,049 | 2,507 | 3,454 | 3,267 | 4,334 | 33,431 | ||
Operating loss | (96,878) | 12,344 | 17,920 | (39,221) | 6,381 | 11,935 | 14,656 | 30,263 | 26,592 | (66,615) | 32,971 | (6,249) | (99,532) | ||
Other expense (income), net: | |||||||||||||||
Interest expense, net | 39,747 | 39,132 | 38,899 | 38,212 | 38,339 | 38,527 | 38,017 | 78,031 | 76,544 | 117,778 | 114,883 | 153,095 | 128,489 | ||
Debt modification and extinguishment costs | 1,404 | 1,067 | 1,404 | 1,404 | 1,067 | 1,067 | 35,512 | ||||||||
Sundry expense (income),net | (10) | (1,493) | 2,531 | 1,689 | (2,571) | (2,325) | (64) | 1,038 | (2,389) | 1,028 | (4,961) | 3,271 | (2,295) | ||
Other expense (income), net | 581 | 2,709 | 1,677 | 1,783 | (781) | (704) | (3,328) | 4,386 | (4,032) | 4,965 | (4,813) | (3,030) | (1,297) | ||
Net loss before income taxes | (137,196) | (29,408) | (25,187) | (80,905) | (29,673) | (23,563) | (19,969) | (54,596) | (43,531) | (191,790) | (73,205) | (154,110) | (264,531) | ||
Income tax (expense) benefit | 3,769 | (4,738) | (4,720) | (3,496) | 733 | (1,619) | (4,025) | (9,458) | (5,644) | (5,689) | (4,911) | (8,407) | 60,246 | ||
Net loss | (133,427) | (34,146) | (29,907) | (84,401) | (28,940) | (25,182) | (23,994) | (64,054) | (49,175) | (197,479) | (78,116) | (162,517) | (204,285) | ||
Cumulative dividends for Series A Preferred Stock | (884) | (914) | (914) | (914) | (914) | (914) | (914) | (1,828) | (1,828) | (2,712) | (2,742) | (3,655) | (2,489) | ||
Net loss attributable to common stockholders | (134,311) | (35,060) | (30,821) | (85,315) | (29,854) | (26,096) | (24,908) | (65,882) | (51,003) | (200,191) | (80,858) | $ (166,172) | $ (223,149) | ||
Earnings per share: | |||||||||||||||
(Understatement) / overstatement of loss per share | $ (1.09) | $ (2.08) | |||||||||||||
Adjustment | |||||||||||||||
Selected Quarterly Financial Results (Unaudited) | |||||||||||||||
Revenue | 628 | 689 | 592 | 1,282 | 1,910 | $ (6,433) | |||||||||
Cost of revenue (exclusive of depreciation and amortization) | 4,223 | 5,825 | 3,719 | 462 | 749 | 1,213 | 1,105 | 9,544 | 2,318 | 13,767 | 3,067 | $ 3,529 | (1,599) | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | (2,025) | (402) | (272) | 694 | (16) | (345) | (76) | (674) | (421) | (2,698) | (437) | 257 | |||
Depreciation and amortization | (2,035) | (2,412) | (1,396) | (2,373) | (1,631) | (1,624) | (1,780) | (3,808) | (3,404) | (5,844) | (5,035) | (7,408) | |||
Impairment of goodwill and other intangible assets | (2,524) | (2,524) | |||||||||||||
Related party expense | 25 | 4,276 | 4 | 2,596 | 16 | 5,381 | 76 | 4,280 | 5,457 | 4,305 | 5,472 | 8,069 | |||
Operating loss | 2,964 | (6,598) | (1,463) | (1,379) | 882 | (4,625) | 675 | (8,060) | (3,950) | (5,096) | (3,067) | (4,447) | (4,834) | ||
Other expense (income), net: | |||||||||||||||
Interest expense, net | 826 | 827 | 802 | 787 | 748 | 702 | 659 | 1,629 | 1,361 | 2,457 | 2,109 | 2,896 | 1,187 | ||
Sundry expense (income),net | 175 | 182 | 184 | (784) | 288 | 203 | 293 | 366 | 496 | 541 | 785 | ||||
Other expense (income), net | (175) | (182) | (184) | 784 | (288) | (203) | (293) | (366) | (496) | (541) | (784) | ||||
Net loss before income taxes | 2,138 | (7,425) | (2,265) | (2,166) | 134 | (5,327) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,343) | (6,021) | ||
Income tax (expense) benefit | 54 | 54 | 822 | ||||||||||||
Net loss | 2,138 | (7,425) | (2,265) | (2,112) | 134 | (5,327) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,289) | (5,199) | ||
Net loss attributable to common stockholders | $ 2,138 | $ (7,425) | $ (2,265) | $ (2,112) | $ 134 | $ (5,327) | $ 16 | $ (9,689) | $ (5,311) | $ (7,553) | $ (5,177) | $ (7,289) | $ (5,199) | ||
Earnings per share: | |||||||||||||||
(Understatement) / overstatement of loss per share | $ (0.08) | $ (0.10) |
Unaudited Quarterly Financial_5
Unaudited Quarterly Financial Data - Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net Loss | $ (304,084) | $ (131,289) | $ (41,571) | $ (32,172) | $ (86,513) | $ (28,806) | $ (30,509) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) |
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | (2,325) | (2,288) | 3,392 | (2,566) | (2,492) | (879) | (268) | 1,104 | (1,147) | (1,221) | (3,639) | (906) | (6,204) | 3,328 | |
Unrealized pension actuarial gains (losses), net of tax | 291 | 256 | (224) | 1,390 | 140 | 626 | (403) | 32 | 223 | 323 | 363 | 1,242 | 1,753 | 1,285 | |
Total other comprehensive loss, net of tax | (133,323) | (43,603) | (29,004) | (87,689) | (31,158) | (30,762) | (24,649) | (72,607) | (55,410) | (205,930) | (86,569) | $ (508,780) | (174,257) | (204,871) | |
As previously reported | |||||||||||||||
Net Loss | (133,427) | (34,146) | (29,907) | (84,401) | (28,940) | (25,182) | (23,994) | (64,054) | (49,175) | (197,479) | (78,116) | (162,517) | (204,285) | ||
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | (2,325) | (2,288) | 3,392 | (2,733) | (2,492) | (879) | (268) | 1,104 | (1,147) | (1,221) | (3,639) | (6,371) | 3,353 | ||
Unrealized pension actuarial gains (losses), net of tax | 291 | 256 | (224) | 1,390 | 140 | 626 | (403) | 32 | 223 | 323 | 363 | 1,753 | 1,285 | ||
Total other comprehensive loss, net of tax | (135,461) | (36,178) | (26,739) | (85,744) | (31,292) | (25,435) | (24,665) | (62,918) | (50,099) | (198,377) | (81,392) | (167,135) | (199,647) | ||
Adjustment | |||||||||||||||
Net Loss | 2,138 | (7,425) | (2,265) | (2,112) | 134 | (5,327) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,289) | (5,199) | ||
Other comprehensive income (loss), net of tax | |||||||||||||||
Foreign currency translation adjustments | 167 | 167 | (25) | ||||||||||||
Total other comprehensive loss, net of tax | $ 2,138 | $ (7,425) | $ (2,265) | $ (1,945) | $ 134 | $ (5,327) | $ 16 | $ (9,689) | $ (5,311) | $ (7,553) | $ (5,177) | $ (7,122) | $ (5,224) |
Unaudited Quarterly Financial_6
Unaudited Quarterly Financial Data - Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||||||||||||||
Net loss | $ (32,172) | $ (23,978) | $ (73,743) | $ (54,486) | $ (205,032) | $ (83,293) | $ (509,116) | $ (169,806) | $ (209,484) | ||||||
Adjustments to reconcile net loss | |||||||||||||||
Depreciation and amortization | $ 24,421 | $ 25,079 | $ 24,779 | 26,624 | $ 33,684 | $ 33,410 | $ 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Original issue discount and debt issuance cost amortization | 2,852 | 2,595 | 5,749 | 5,272 | 8,730 | 8,062 | 11,777 | 10,913 | 12,280 | ||||||
Impairment of goodwill and other intangible assets | 252,399 | 97,158 | 48,127 | 97,158 | 349,557 | 48,127 | 69,437 | ||||||||
Debt modification and extinguishment costs | 1,049 | 1,049 | 103 | 1,049 | 103 | 34,459 | |||||||||
Provision for doubtful accounts | 800 | 481 | 3,334 | 1,857 | 4,402 | 2,470 | 4,304 | 2,767 | 500 | ||||||
Deferred income tax provision | 1,076 | 835 | 4,623 | 705 | 1,632 | (3,689) | 1,093 | 3,220 | (67,545) | ||||||
Share-based compensation expense | 2,798 | 959 | 5,459 | 2,895 | 6,903 | 4,516 | 7,827 | 7,647 | 6,743 | ||||||
Foreign currency remeasurement | 35 | (323) | 288 | (1,156) | (173) | (2,040) | (511) | (1,180) | 1,382 | ||||||
Loss (gain) on sale of assets | 54 | 279 | 85 | 1,395 | 123 | 2,048 | 556 | 2,687 | 556 | ||||||
Fair value adjustment for interest rate swap | 1,677 | (3,328) | 4,385 | (4,675) | 4,965 | (5,456) | 4,337 | (2,540) | (1,297) | ||||||
Additions to outsource contract costs | (2,434) | (492) | (2,860) | (1,377) | (3,130) | (2,360) | (1,285) | (4,009) | (10,992) | ||||||
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||||||||
Accounts receivable | (8,742) | (10,875) | 624 | (19,813) | 3,501 | (6,374) | 4,410 | (19,319) | (4,832) | ||||||
Prepaid expenses and other assets | (632) | (5,567) | 1,260 | (1,603) | 2,377 | (5,770) | (4,825) | (2,820) | 1,029 | ||||||
Accounts payable and accrued liabilities | (33,033) | (18,205) | (12,595) | 42,038 | (41,146) | (21,348) | (19,588) | 8,815 | 77,171 | ||||||
Related party payables | (1,551) | (273) | (3,899) | 2,578 | (5,198) | 1,347 | (14,339) | 918 | 4,907 | ||||||
Net cash provided by (used in) operating activities | (42,648) | (21,653) | (14,838) | 44,612 | (47,357) | (7,391) | (63,851) | 23,600 | 51,777 | ||||||
Cash flows from investing activities | |||||||||||||||
Purchase of property, plant and equipment | (5,572) | (5,957) | (9,072) | (10,244) | (10,797) | (14,077) | (14,360) | (20,072) | (14,440) | ||||||
Additions to internally developed software | (1,879) | (1,092) | (4,007) | (2,115) | (5,074) | (3,080) | (6,182) | (7,438) | (7,843) | ||||||
Proceeds from sale of assets | 7 | 2 | 20 | 1,014 | 360 | 1,095 | 360 | 3,568 | 4,607 | ||||||
Cash paid in acquisition, net of cash received | (5,000) | (4,145) | (5,000) | (6,513) | (5,000) | (34,810) | (423,797) | ||||||||
Net cash provided by (used in) investing activities | (7,444) | (7,047) | (18,059) | (15,490) | (20,511) | (22,575) | (25,182) | (58,752) | (441,382) | ||||||
Cash flows from financing activities | |||||||||||||||
Repurchases of common stock | (2,872) | (3,480) | (3,479) | (3,480) | (4,899) | (3,480) | (7,221) | (249) | |||||||
Borrowings from other loans | 6,904 | 1,863 | 14,092 | 2,152 | 21,530 | 3,068 | 39,153 | 11,557 | 3,116 | ||||||
Net borrowings under factoring arrangement | 1,118 | 2,426 | (494) | 3,307 | |||||||||||
Cash paid for withholding taxes on vested RSUs | (223) | (223) | |||||||||||||
Proceeds from senior secured term loans | 29,850 | 29,850 | 30,000 | 29,850 | 30,000 | 343,000 | |||||||||
Lease terminations | (45) | (26) | (95) | (56) | (314) | (213) | (318) | (592) | (157) | ||||||
Cash paid for debt issuance costs | (7) | (7) | (130) | (7) | (130) | (38,784) | |||||||||
Cash paid for equity issuance costs | (7,500) | (7,500) | (7,500) | (7,500) | (149) | ||||||||||
Borrowings from senior secured revolving facility | 51,000 | 25,000 | 68,000 | 30,000 | 130,500 | 30,000 | 206,500 | 30,000 | 72,600 | ||||||
Repayments on senior secured revolving facility | (21,000) | (25,000) | (68,000) | (30,000) | (91,500) | (30,000) | (141,500) | (30,000) | (72,500) | ||||||
Principal payments on finance lease obligations | (5,077) | (4,803) | (9,180) | (8,404) | (13,598) | (12,594) | (20,465) | (16,068) | (11,361) | ||||||
Principal repayments on senior secured term loans and other loans | (10,498) | (2,947) | (21,248) | (6,043) | (32,996) | (9,053) | (53,678) | (12,651) | (27,955) | ||||||
Net cash provided by (used in) financing activities | 19,530 | (13,413) | 12,358 | (23,330) | 39,268 | (1,321) | 59,139 | (2,605) | 436,413 | ||||||
Effect of exchange rates on cash | (32) | 55 | 111 | (410) | (29) | (555) | 139 | 122 | 429 | ||||||
Net decrease in cash and cash equivalents | (30,594) | (42,058) | (20,428) | 5,382 | (28,629) | (31,842) | (29,755) | (37,635) | 47,237 | ||||||
Cash, restricted cash, and cash equivalents | |||||||||||||||
Beginning of period | 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,871 | 39,431 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | 34,252 |
End of period | 14,099 | 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,871 | 39,431 | 23,426 | 86,871 | 15,225 | 49,647 | 14,099 | 43,854 | 81,489 |
Supplemental cash flow data: | |||||||||||||||
Income tax payments, net of refunds received | 1,356 | 1,053 | 5,181 | 3,864 | 6,981 | 5,296 | 7,882 | 7,827 | 5,711 | ||||||
Interest paid | 60,573 | 66,192 | 71,211 | 76,353 | 131,744 | 136,396 | 144,456 | 146,076 | 69,622 | ||||||
Noncash investing and financing activities: | |||||||||||||||
Assets acquired through right-of-use arrangements | 4,097 | 4,432 | 6,778 | 7,787 | 9,352 | 9,318 | 10,732 | 14,920 | 6,973 | ||||||
Leasehold improvements funded by lessor | 1,540 | 1,565 | 1,565 | 146 | |||||||||||
Accrued capital expenditures | 809 | 1,101 | 1,083 | 1,144 | 2,388 | 1,994 | 1,402 | 2,820 | 1,621 | ||||||
As previously reported | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | (29,907) | (23,994) | (64,054) | (49,175) | (197,479) | (78,116) | (162,517) | (204,285) | |||||||
Adjustments to reconcile net loss | |||||||||||||||
Depreciation and amortization | 27,114 | 27,191 | 28,020 | 36,057 | 35,041 | 36,368 | 38,019 | 55,211 | 74,386 | 82,326 | 109,428 | 145,485 | 98,890 | ||
Original issue discount and debt issuance cost amortization | 2,852 | 2,595 | 5,749 | 5,272 | 8,730 | 8,062 | 10,913 | 12,280 | |||||||
Impairment of goodwill and other intangible assets | 99,682 | 48,127 | 99,682 | 48,127 | 69,437 | ||||||||||
Debt modification and extinguishment costs | 1,049 | 1,049 | |||||||||||||
Provision for doubtful accounts | 800 | 481 | 3,334 | 1,857 | 4,402 | 2,470 | 2,767 | 500 | |||||||
Deferred income tax provision | 1,076 | 835 | 4,623 | 705 | 1,632 | (3,689) | 3,352 | (66,723) | |||||||
Share-based compensation expense | 2,798 | 959 | 5,459 | 2,895 | 6,903 | 4,516 | 7,647 | 6,743 | |||||||
Foreign currency remeasurement | 35 | (323) | 288 | (1,156) | (173) | (2,040) | (1,180) | 1,382 | |||||||
Loss (gain) on sale of assets | 9 | 253 | (10) | 1,340 | (191) | 1,835 | 2,095 | 399 | |||||||
Fair value adjustment for interest rate swap | 1,677 | (3,328) | 4,385 | (4,675) | 4,965 | (5,456) | (2,540) | (1,297) | |||||||
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||||||||
Accounts receivable | (8,742) | (10,875) | 624 | (19,813) | 3,501 | (6,374) | (19,319) | (4,832) | |||||||
Prepaid expenses and other assets | (632) | (5,567) | 1,260 | (1,603) | 2,377 | (5,770) | (2,820) | 2,628 | |||||||
Accounts payable and accrued liabilities | (33,574) | (18,864) | (14,991) | 40,677 | (43,861) | (23,457) | 5,157 | 69,551 | |||||||
Related party payables | (1,551) | (273) | (7,703) | (2,458) | (7,502) | (3,689) | (6,710) | 4,907 | |||||||
Net cash provided by (used in) operating activities | (37,139) | (20,082) | (4,776) | 48,252 | (33,639) | (2,280) | 30,457 | 23,455 | |||||||
Cash flows from investing activities | |||||||||||||||
Purchase of property, plant and equipment | (5,572) | (5,957) | (9,072) | (10,244) | (10,797) | (14,077) | (20,072) | (14,440) | |||||||
Additions to internally developed software | (1,879) | (1,092) | (4,007) | (2,115) | (5,074) | (3,080) | (7,438) | (7,843) | |||||||
Additions to outsourcing contract costs | (5,561) | (1,596) | (10,440) | (3,695) | (14,304) | (5,427) | (7,552) | (10,992) | |||||||
Proceeds from sale of assets | 7 | 2 | 20 | 1,014 | 360 | 1,095 | 3,568 | 4,607 | |||||||
Cash paid in acquisition, net of cash received | (5,000) | (4,145) | (5,000) | (6,513) | (34,810) | (423,797) | |||||||||
Net cash provided by (used in) investing activities | (13,005) | (8,643) | (28,499) | (19,185) | (34,815) | (28,002) | (66,304) | (452,374) | |||||||
Cash flows from financing activities | |||||||||||||||
Third party debt modification and extinguishment costs | 355 | 355 | 1,067 | ||||||||||||
Repurchases of common stock | (2,872) | (3,480) | (3,479) | (3,480) | (4,899) | (7,221) | (249) | ||||||||
Borrowings from other loans | 566 | 1,863 | 1,544 | 2,152 | 1,728 | 3,068 | 11,557 | 3,116 | |||||||
Net borrowings under factoring arrangement | 1,118 | 2,426 | (494) | ||||||||||||
Cash paid for withholding taxes on vested RSUs | (223) | ||||||||||||||
Proceeds from senior secured term loans | 29,850 | 29,850 | 30,000 | 30,000 | 343,000 | ||||||||||
Cash paid for debt issuance costs | (362) | (362) | (1,094) | (1,094) | (39,837) | ||||||||||
Cash paid for equity issuance costs | (7,500) | (7,500) | (7,500) | (7,500) | (149) | ||||||||||
Borrowings from senior secured revolving facility | 51,000 | 25,000 | 68,000 | 30,000 | 130,500 | 30,000 | 30,000 | 72,600 | |||||||
Repayments on senior secured revolving facility | (21,000) | (25,000) | (68,000) | (30,000) | (91,500) | (30,000) | (30,000) | (72,500) | |||||||
Principal payments on finance lease obligations | (5,077) | (4,803) | (9,180) | (8,404) | (13,598) | (12,594) | (16,068) | (11,361) | |||||||
Principal repayments on senior secured term loans and other loans | (4,153) | (2,947) | (8,417) | (6,043) | (12,922) | (9,053) | (12,651) | (27,955) | |||||||
Net cash provided by (used in) financing activities | 19,582 | (13,387) | 12,736 | (23,274) | 39,854 | (1,005) | (1,910) | 475,727 | |||||||
Effect of exchange rates on cash | (32) | 55 | 111 | (410) | (29) | (555) | 122 | 429 | |||||||
Net decrease in cash and cash equivalents | (30,594) | (42,057) | (20,428) | 5,383 | (28,629) | (31,842) | (37,635) | 47,237 | |||||||
Cash, restricted cash, and cash equivalents | |||||||||||||||
Beginning of period | $ 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,872 | 39,432 | 81,489 | 43,854 | 81,489 | 43,854 | 81,489 | $ 43,854 | 81,489 | 34,252 |
End of period | 15,225 | 23,426 | 13,260 | 43,854 | 49,647 | 86,872 | 39,432 | 23,426 | 86,872 | 15,225 | 49,647 | 43,854 | 81,489 | ||
Supplemental cash flow data: | |||||||||||||||
Income tax payments, net of refunds received | 1,356 | 1,053 | 5,181 | 3,864 | 6,981 | 5,296 | 7,827 | 5,711 | |||||||
Interest paid | 60,573 | 66,192 | 71,240 | 76,353 | 131,773 | 136,396 | 146,076 | 69,622 | |||||||
Noncash investing and financing activities: | |||||||||||||||
Assets acquired through right-of-use arrangements | 4,097 | 4,432 | 6,778 | 7,787 | 9,352 | 9,318 | 14,920 | 6,973 | |||||||
Leasehold improvements funded by lessor | 1,540 | 1,565 | 1,565 | 146 | |||||||||||
Accrued capital expenditures | 809 | 1,101 | 1,083 | 1,144 | 1,083 | 1,994 | 2,820 | 1,621 | |||||||
Adjustment | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | (2,265) | 16 | (9,689) | (5,311) | (7,553) | (5,177) | (7,289) | (5,199) | |||||||
Adjustments to reconcile net loss | |||||||||||||||
Depreciation and amortization | (2,035) | $ (2,412) | (1,396) | $ (2,373) | (1,631) | (1,624) | (1,780) | (3,808) | (3,404) | (5,844) | (5,035) | (7,408) | |||
Impairment of goodwill and other intangible assets | $ (2,524) | (2,524) | |||||||||||||
Debt modification and extinguishment costs | 400 | 103 | 103 | 34,459 | |||||||||||
Deferred income tax provision | (132) | (822) | |||||||||||||
Loss (gain) on sale of assets | 45 | 26 | 95 | 55 | 314 | 213 | 592 | 157 | |||||||
Additions to outsource contract costs | (2,434) | (492) | (2,860) | (1,377) | (3,130) | (2,360) | (4,009) | (10,992) | |||||||
Change in operating assets and liabilities, net of effect from acquisitions | |||||||||||||||
Prepaid expenses and other assets | (1,599) | ||||||||||||||
Accounts payable and accrued liabilities | 541 | 659 | 2,396 | 1,361 | 2,715 | 2,109 | 3,658 | 7,620 | |||||||
Related party payables | 3,804 | 5,036 | 2,304 | 5,036 | 7,628 | ||||||||||
Net cash provided by (used in) operating activities | (5,509) | (1,571) | (10,062) | (3,640) | (13,718) | (5,111) | (6,857) | 28,322 | |||||||
Cash flows from investing activities | |||||||||||||||
Additions to outsourcing contract costs | 5,561 | 1,596 | 10,440 | 3,695 | 14,304 | 5,427 | 7,552 | 10,992 | |||||||
Net cash provided by (used in) investing activities | 5,561 | 1,596 | 10,440 | 3,695 | 14,304 | 5,427 | 7,552 | 10,992 | |||||||
Cash flows from financing activities | |||||||||||||||
Third party debt modification and extinguishment costs | (355) | (355) | (1,067) | ||||||||||||
Borrowings from other loans | 6,338 | 12,548 | 19,802 | ||||||||||||
Lease terminations | (45) | (26) | (95) | (56) | (314) | (213) | (592) | (157) | |||||||
Cash paid for debt issuance costs | 355 | 355 | 964 | 964 | 1,053 | ||||||||||
Principal repayments on senior secured term loans and other loans | (6,345) | (12,831) | (20,074) | ||||||||||||
Net cash provided by (used in) financing activities | $ (52) | (26) | (378) | (56) | (586) | $ (316) | $ (695) | $ (39,314) | |||||||
Net decrease in cash and cash equivalents | (1) | (1) | |||||||||||||
Cash, restricted cash, and cash equivalents | |||||||||||||||
Beginning of period | $ (1) | (1) | |||||||||||||
End of period | $ (1) | $ (1) | $ (1) | ||||||||||||
Supplemental cash flow data: | |||||||||||||||
Interest paid | $ (29) | (29) | |||||||||||||
Noncash investing and financing activities: | |||||||||||||||
Accrued capital expenditures | $ 1,305 |
Unaudited Quarterly Financial_7
Unaudited Quarterly Financial Data - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in pension liabilities | $ 25,681 | $ 28,850 | $ 27,141 | $ 27,730 | $ 27,641 | $ 32,887 | $ 32,967 | $ 28,540 | $ 27,141 | $ 32,967 | $ 28,850 | $ 32,887 | $ 25,681 | $ 27,641 | |
Increase in long term debt current | 36,490 | 37,237 | 38,929 | 32,821 | 29,237 | 20,062 | 19,799 | 21,170 | 38,929 | 19,799 | 37,237 | 20,062 | 36,490 | 29,237 | |
Decrease in long term debt non current | 1,398,385 | 1,367,583 | 1,331,898 | 1,336,152 | 1,306,423 | 1,307,884 | 1,278,197 | 1,277,029 | 1,331,898 | 1,278,197 | 1,367,583 | 1,307,884 | 1,398,385 | 1,306,423 | |
Goodwill | 359,771 | 611,982 | 708,246 | 708,285 | 708,258 | 749,762 | 748,708 | 747,325 | 708,246 | 748,708 | 611,982 | 749,762 | 359,771 | 708,258 | $ 747,325 |
Additions to outsource contract costs | 2,434 | 492 | 2,860 | 1,377 | 3,130 | 2,360 | 1,285 | 4,009 | 10,992 | ||||||
Depreciation and amortization | 24,421 | 25,079 | 24,779 | 26,624 | 33,684 | 33,410 | 34,744 | 36,239 | 51,403 | 70,982 | 76,482 | 104,393 | 100,903 | 138,077 | 98,890 |
Increase in revenue | 393,586 | 373,545 | 390,849 | 404,357 | 399,643 | 383,030 | 410,382 | 393,167 | 795,206 | 803,549 | 1,168,751 | 1,186,579 | 1,562,337 | 1,586,222 | 1,145,891 |
Cost of revenue | 314,858 | 295,445 | 303,831 | 310,601 | 306,654 | 296,685 | 315,167 | 294,897 | 614,432 | 610,064 | 909,877 | 906,749 | 1,224,735 | 1,213,403 | 827,544 |
Related party expense | 1,742 | 1,430 | 5,331 | 998 | 3,664 | 775 | 6,783 | 1,181 | 6,329 | 7,964 | 7,759 | 8,739 | 9,501 | 12,403 | 33,431 |
Decrease to selling, general and administrative expense | 49,678 | 48,347 | 51,162 | 49,677 | 48,114 | 44,897 | 46,378 | 45,519 | 100,839 | 91,897 | 149,186 | 136,794 | 198,864 | 184,908 | 220,955 |
Increase in sundry expense (income), net | (600) | 165 | (1,311) | 2,715 | 905 | (2,283) | (2,122) | 229 | 1,404 | (1,893) | 1,569 | (4,176) | (969) | 3,271 | (2,295) |
Decrease to other expense (loss) | $ (10,003) | (406) | (2,527) | (1,493) | (2,567) | 1,069 | 907 | 3,621 | (4,020) | 4,528 | (4,424) | 5,597 | (14,429) | 3,030 | 1,297 |
Foreign currency translation adjustments | (2,325) | (2,288) | 3,392 | (2,566) | (2,492) | (879) | (268) | 1,104 | (1,147) | (1,221) | (3,639) | (906) | (6,204) | 3,328 | |
Increase/ (decrease) to net cash flows provided operating activities | (42,648) | (21,653) | (14,838) | 44,612 | (47,357) | (7,391) | (63,851) | 23,600 | 51,777 | ||||||
Increase/ (decrease) to net cash flows provided investing activities | (7,444) | (7,047) | (18,059) | (15,490) | (20,511) | (22,575) | (25,182) | (58,752) | (441,382) | ||||||
Increase of borrowings of other loans | 6,904 | 1,863 | 14,092 | 2,152 | 21,530 | 3,068 | 39,153 | 11,557 | 3,116 | ||||||
Cashflows provided by financing activities | 19,530 | (13,413) | 12,358 | (23,330) | 39,268 | (1,321) | 59,139 | (2,605) | 436,413 | ||||||
Decrease in third party debt modification | 1,049 | 1,049 | 103 | 1,049 | 103 | 34,459 | |||||||||
Principal repayment on other loans | 10,498 | 2,947 | 21,248 | 6,043 | 32,996 | 9,053 | 53,678 | 12,651 | 27,955 | ||||||
Cash paid for debt issuance costs | 7 | 7 | 130 | 7 | 130 | 38,784 | |||||||||
Reductions | $ 348,557 | 44,427 | |||||||||||||
Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Misstatements in the outsourcing contract cost adjustment | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Increase in pension liabilities | 2,183 | 2,275 | 2,216 | 2,372 | 2,511 | 2,496 | 2,459 | 2,275 | 2,496 | 2,183 | 2,511 | 2,372 | |||
Increase in long term debt current | 3,500 | 3,500 | |||||||||||||
Decrease in long term debt non current | (3,500) | (3,500) | |||||||||||||
Goodwill | 2,524 | 2,524 | |||||||||||||
Additions to outsource contract costs | 2,434 | 492 | 2,860 | 1,377 | 3,130 | 2,360 | 4,009 | 10,992 | |||||||
Depreciation and amortization | (2,035) | (2,412) | (1,396) | (2,373) | (1,631) | (1,624) | (1,780) | (3,808) | (3,404) | (5,844) | (5,035) | (7,408) | |||
Increase in revenue | 628 | 689 | 592 | 1,282 | 1,910 | (6,433) | |||||||||
Cost of revenue | 4,223 | 5,825 | 3,719 | 462 | 749 | 1,213 | 1,105 | 9,544 | 2,318 | 13,767 | 3,067 | 3,529 | (1,599) | ||
Related party expense | 25 | 4,276 | 4 | 2,596 | 16 | 5,381 | 76 | 4,280 | 5,457 | 4,305 | 5,472 | 8,069 | |||
Decrease to selling, general and administrative expense | (2,025) | (402) | (272) | 694 | (16) | (345) | (76) | (674) | (421) | (2,698) | (437) | 257 | |||
Increase in sundry expense (income), net | 175 | 182 | 184 | (784) | 288 | 203 | 293 | 366 | 496 | 541 | 785 | ||||
Decrease to other expense (loss) | 175 | 182 | 184 | (784) | 288 | 203 | 293 | 366 | 496 | 541 | 784 | ||||
Foreign currency translation adjustments | 167 | 167 | (25) | ||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | (5,509) | (1,571) | (10,062) | (3,640) | (13,718) | (5,111) | (6,857) | 28,322 | |||||||
Increase/ (decrease) to net cash flows provided investing activities | 5,561 | 1,596 | 10,440 | 3,695 | 14,304 | 5,427 | 7,552 | 10,992 | |||||||
Increase of borrowings of other loans | 6,338 | 12,548 | 19,802 | ||||||||||||
Cashflows provided by financing activities | (52) | (26) | (378) | (56) | (586) | (316) | (695) | (39,314) | |||||||
Decrease in third party debt modification | 400 | 103 | 103 | 34,459 | |||||||||||
Principal repayment on other loans | 6,345 | 12,831 | 20,074 | ||||||||||||
Cash paid for debt issuance costs | (355) | (355) | (964) | (964) | (1,053) | ||||||||||
Appraisal Action Liability Adjustments | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in accrued liabilities | 43,100 | 40,600 | 37,800 | ||||||||||||
Appraisal Action Liability Adjustments | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in accrued liabilities | 43,100 | 42,300 | 41,500 | 39,900 | 39,100 | 38,400 | |||||||||
Increase in interest expense | 800 | 800 | 800 | 800 | 700 | 700 | 700 | 1,600 | 1,400 | 2,500 | 2,100 | ||||
Outsourced Contract Cost Adjustments | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Decrease to intangible assets | 15,800 | ||||||||||||||
Depreciation and amortization | (3,800) | ||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | (11,400) | (11,000) | |||||||||||||
Increase/ (decrease) to net cash flows provided investing activities | 7,600 | 11,000 | |||||||||||||
Outsourced Contract Cost Adjustments | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Decrease to intangible assets | 17,300 | 13,700 | 13,400 | 14,300 | 14,700 | ||||||||||
Additions to outsource contract costs | 2,400 | 500 | 2,900 | 1,400 | 3,100 | 2,400 | |||||||||
Depreciation and amortization | 2,700 | 1,700 | 1,400 | 2,400 | 1,600 | 1,600 | 1,800 | 3,100 | 3,400 | 5,800 | 5,000 | ||||
Increase in revenue | 3,600 | 3,100 | |||||||||||||
Cost of revenue | 4,500 | 1,200 | 700 | 1,200 | 1,100 | 7,600 | 11,200 | 3,000 | |||||||
Increase/ (decrease) to net cash flows provided operating activities | (3,800) | 2,300 | 6,700 | 4,800 | 8,900 | 7,400 | |||||||||
Revenue Recognition Adjustments | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in revenue | 6,400 | ||||||||||||||
Cost of revenue | 1,600 | ||||||||||||||
Revenue Recognition Adjustments | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in revenue | 600 | 700 | 600 | 1,300 | 1,900 | $ (6,400) | |||||||||
Cost of revenue | 600 | 700 | 600 | 1,300 | 1,900 | ||||||||||
Expense Reimbursement Adjustments | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Related party expense | 4,300 | 5,500 | |||||||||||||
Expense Reimbursement Adjustments | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in related party payables | 2,600 | 100 | 8,100 | ||||||||||||
Related party expense | 2,100 | 5,400 | 4,300 | 5,500 | 2,400 | ||||||||||
Other Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in accrued liabilities | 700 | ||||||||||||||
Decrease in cash and cash equivalents | 10,600 | ||||||||||||||
Decrease in accrued compensation and benefits | 2,400 | ||||||||||||||
Increase in pension liabilities | 2,400 | 2,400 | |||||||||||||
Other Adjustment | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase in accrued liabilities | 500 | 400 | |||||||||||||
Decrease in cash and cash equivalents | 1,000 | 40 | 300 | 500 | 1,200 | 2,100 | |||||||||
Increase in restricted cash | 1,000 | 40 | 300 | 500 | 1,200 | 2,100 | |||||||||
Decrease in accrued compensation and benefits | 2,200 | 2,300 | 2,200 | 2,500 | 2,500 | 2,500 | |||||||||
Increase in deferred income tax assets | 800 | 800 | 800 | ||||||||||||
Increase in pension liabilities | 2,200 | 2,300 | 2,200 | 2,500 | 2,500 | 2,500 | 2,300 | 2,500 | 2,200 | 2,500 | |||||
Increase in long term debt current | 3,500 | 3,500 | |||||||||||||
Decrease in long term debt non current | 3,500 | 3,500 | |||||||||||||
Goodwill | 2,500 | 2,500 | |||||||||||||
Depreciation and amortization | 700 | 700 | 700 | ||||||||||||
Cost of revenue | 700 | 700 | 700 | 700 | |||||||||||
Related party expense | 4,300 | ||||||||||||||
Decrease to selling, general and administrative expense | 2,000 | 400 | 300 | 700 | 300 | 100 | 700 | 400 | 2,700 | 400 | |||||
Increase in sundry expense (income), net | 200 | 200 | 200 | 800 | 300 | 200 | 300 | 400 | 500 | 500 | 800 | ||||
Decrease to other expense (loss) | $ 200 | $ 200 | 200 | $ 800 | $ 300 | $ 200 | 300 | $ 400 | 500 | 500 | $ 800 | ||||
Lease Termination | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | 50 | 30 | 60 | 300 | 200 | ||||||||||
Cashflows provided by financing activities | 50 | $ (30) | $ 60 | 300 | 200 | ||||||||||
Grossing Up of Borrowings and Pay Downs of Working Capital Loans [Member] | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Increase/ (decrease) to net cash flows provided operating activities | 100 | ||||||||||||||
Increase of borrowings of other loans | 6,300 | 19,800 | |||||||||||||
Cashflows provided by financing activities | 100 | ||||||||||||||
Decrease in third party debt modification | 1,100 | ||||||||||||||
Increase in third party debt modification | 100 | ||||||||||||||
Principal repayment on other loans | $ 6,300 | 20,100 | |||||||||||||
Cash paid for debt issuance costs | $ 1,000 | ||||||||||||||
Cash Flow Classification Adjustment [Member] | Adjustment | |||||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | |||||||||||||||
Decrease in third party debt modification | 400 | ||||||||||||||
Cash paid for debt issuance costs | $ 400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | May 18, 2020 | Mar. 16, 2020 | Jan. 10, 2020 |
Subsequent Events | |||
Minimum liquidity amount | $ 35 | ||
Source HOV Tax, LLC | Gainline Source Intermediate Holdings LLC | |||
Subsequent Events | |||
Procceds from membership interest sale | $ 2 | ||
Source HOV Tax, LLC | Gainline Source Intermediate Holdings LLC | Merco Holdings, LLC | |||
Subsequent Events | |||
Membership interests | 40 | ||
Subsequent Events | |||
Subsequent Events | |||
Accounts Receivable from Securitization | $ 160 | ||
Accounts Receivable, Securitization, Term | 5 years | ||
Minimum liquidity for A/R facility | $ 60 | ||
Minimum liquidity amount | $ 35 | ||
Subsequent Events | Source HOV Tax, LLC | Gainline Source Intermediate Holdings LLC | |||
Subsequent Events | |||
Procceds from membership interest sale | 2 | ||
Subsequent Events | Source HOV Tax, LLC | Gainline Source Intermediate Holdings LLC | Merco Holdings, LLC | |||
Subsequent Events | |||
Membership interests | $ 40 |