Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Registrant Name | KLDiscovery Inc. | |
Entity Central Index Key | 0001752474 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,637,315 | |
Entity File Number | 001-38789 | |
Entity Tax Identification Number | 61-1898603 | |
Entity Address, Address Line One | 8201 Greensboro Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | McLean | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102 | |
City Area Code | 703 | |
Local Phone Number | 288-3380 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 42,879 | $ 51,201 |
Accounts receivable, net of allowance for doubtful accounts of $9,902 and $8,513, respectively | 95,699 | 83,985 |
Prepaid expenses | 10,768 | 7,175 |
Other current assets | 914 | 709 |
Total current assets | 150,260 | 143,070 |
Property and equipment | ||
Accumulated depreciation | (81,911) | (77,697) |
Property and equipment, net | 22,601 | 25,150 |
Intangible assets, net | 99,282 | 109,733 |
Goodwill | 397,665 | 399,085 |
Other assets | 2,395 | 2,708 |
Total assets | 672,203 | 679,746 |
Current liabilities | ||
Current portion of long-term debt, net | 3,000 | 10,948 |
Accounts payable and accrued expense | 35,044 | 33,504 |
Current portion of contingent consideration | 733 | 695 |
Deferred revenue | 3,829 | 3,955 |
Total current liabilities | 42,606 | 49,102 |
Long-term debt, net | 496,721 | 472,600 |
Deferred tax liabilities | 7,858 | 7,335 |
Other liabilities | 9,991 | 8,488 |
Total liabilities | 557,176 | 537,525 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock $0.0001 par value, 200,000,000 shares authorized as of June 30, 2021, and December 31, 2020; 42,637,315 and 42,529,017 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 4 | 4 |
Preferred Stock $0.0001 par value, 1,000,000 shares authorized, zero issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Additional paid-in capital | 383,661 | 385,387 |
Accumulated deficit | (279,145) | (255,424) |
Accumulated other comprehensive income | 10,507 | 12,254 |
Total stockholders' equity | 115,027 | 142,221 |
Total liabilities and stockholders' equity | 672,203 | 679,746 |
Computer software and hardware | ||
Property and equipment | ||
Property and equipment, gross | 74,137 | 72,211 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, gross | 27,201 | 27,271 |
Furniture, fixtures and other equipment | ||
Property and equipment | ||
Property and equipment, gross | $ 3,174 | $ 3,365 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 9,902 | $ 8,513 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,637,315 | 42,529,017 |
Common stock, shares outstanding | 42,637,315 | 42,529,017 |
Preferred Stock, per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 81,650 | $ 64,381 | $ 157,100 | $ 142,652 |
Cost of revenues | 40,887 | 34,214 | 78,309 | 73,734 |
Gross profit | 40,763 | 30,167 | 78,791 | 68,918 |
Operating expenses | ||||
General and administrative | 16,573 | 12,400 | 32,013 | 28,253 |
Research and development | 2,400 | 1,639 | 4,571 | 3,306 |
Sales and marketing | 10,116 | 8,660 | 19,573 | 20,305 |
Depreciation and amortization | 7,483 | 8,985 | 15,124 | 17,901 |
Total operating expenses | 36,572 | 31,684 | 71,281 | 69,765 |
Income (loss) from operations | 4,191 | (1,517) | 7,510 | (847) |
Other (income) expenses | ||||
Other expense | 11 | 63 | 25 | 91 |
Change in fair value of Private Warrants | 254 | (1,715) | ||
Interest expense | 12,535 | 12,970 | 24,792 | 25,932 |
Loss on debt extinguishment | 7,257 | |||
Loss before income taxes | (8,609) | (14,550) | (22,849) | (26,870) |
Income tax provision | 256 | 368 | 872 | 574 |
Net loss | (8,865) | (14,918) | (23,721) | (27,444) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation | 715 | 2,733 | (1,747) | (1,695) |
Total other comprehensive income (loss), net of tax | 715 | 2,733 | (1,747) | (1,695) |
Comprehensive loss | $ (8,150) | $ (12,185) | $ (25,468) | $ (29,139) |
Net loss per share - basic and diluted | $ (0.21) | $ (0.35) | $ (0.56) | $ (0.65) |
Weighted average shares outstanding - basic and diluted | 42,560,117 | 42,529,017 | 42,555,105 | 42,529,017 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2019 | $ 183,765 | $ 4 | $ 381,952 | $ (205,498) | $ 7,307 |
Balance (in shares) at Dec. 31, 2019 | 42,529,017 | ||||
Share-based compensation | 825 | 825 | |||
Foreign exchange translation | (4,428) | (4,428) | |||
Net loss | (12,526) | (12,526) | |||
Balance at Mar. 31, 2020 | 167,636 | $ 4 | 382,777 | (218,024) | 2,879 |
Balance (in shares) at Mar. 31, 2020 | 42,529,017 | ||||
Balance at Dec. 31, 2019 | 183,765 | $ 4 | 381,952 | (205,498) | 7,307 |
Balance (in shares) at Dec. 31, 2019 | 42,529,017 | ||||
Net loss | (27,444) | ||||
Balance at Jun. 30, 2020 | 156,265 | $ 4 | 383,591 | (232,942) | 5,612 |
Balance (in shares) at Jun. 30, 2020 | 42,529,017 | ||||
Balance at Mar. 31, 2020 | 167,636 | $ 4 | 382,777 | (218,024) | 2,879 |
Balance (in shares) at Mar. 31, 2020 | 42,529,017 | ||||
Share-based compensation | 814 | 814 | |||
Foreign exchange translation | 2,733 | 2,733 | |||
Net loss | (14,918) | (14,918) | |||
Balance at Jun. 30, 2020 | 156,265 | $ 4 | 383,591 | (232,942) | 5,612 |
Balance (in shares) at Jun. 30, 2020 | 42,529,017 | ||||
Balance at Dec. 31, 2020 | 142,221 | $ 4 | 385,387 | (255,424) | 12,254 |
Balance (in shares) at Dec. 31, 2020 | 42,529,017 | ||||
Share-based compensation | 1,003 | 1,003 | |||
Exercise of stock options | 34 | 34 | |||
Exercise of stock options (in Shares) | 4,465 | ||||
Stock issued in exchange for vested units (in Shares) | 16,666 | ||||
Warrants (See Note 2) | (3,810) | (3,810) | |||
Foreign exchange translation | (2,462) | (2,462) | |||
Net loss | (14,856) | (14,856) | |||
Balance at Mar. 31, 2021 | 122,130 | $ 4 | 382,614 | (270,280) | 9,792 |
Balance (in shares) at Mar. 31, 2021 | 42,550,148 | ||||
Balance at Dec. 31, 2020 | 142,221 | $ 4 | 385,387 | (255,424) | 12,254 |
Balance (in shares) at Dec. 31, 2020 | 42,529,017 | ||||
Net loss | (23,721) | ||||
Balance at Jun. 30, 2021 | 115,027 | $ 4 | 383,661 | (279,145) | 10,507 |
Balance (in shares) at Jun. 30, 2021 | 42,637,315 | ||||
Balance at Mar. 31, 2021 | 122,130 | $ 4 | 382,614 | (270,280) | 9,792 |
Balance (in shares) at Mar. 31, 2021 | 42,550,148 | ||||
Share-based compensation | 1,043 | 1,043 | |||
Exercise of stock options | 4 | 4 | |||
Exercise of stock options (in Shares) | 211 | ||||
Stock issued in exchange for vested units (in Shares) | 86,956 | ||||
Foreign exchange translation | 715 | 715 | |||
Net loss | (8,865) | (8,865) | |||
Balance at Jun. 30, 2021 | $ 115,027 | $ 4 | $ 383,661 | $ (279,145) | $ 10,507 |
Balance (in shares) at Jun. 30, 2021 | 42,637,315 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (23,721) | $ (27,444) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,549 | 23,816 |
Non-cash interest | 9,480 | 9,428 |
Loss on debt extinguishment | 7,257 | |
Stock-based compensation | 1,996 | 1,639 |
Provision for losses on accounts receivable | 1,916 | 2,155 |
Deferred income taxes | 522 | 296 |
Change in fair value of contingent consideration | 37 | 58 |
Change in fair value of Private Warrants | (1,715) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (13,637) | 5,866 |
Prepaid expenses and other assets | (3,109) | (6,519) |
Accounts payable and accrued expenses | (996) | (711) |
Deferred revenue | (114) | 146 |
Net cash (used in) provided by operating activities | (2,535) | 8,730 |
Investing activities | ||
Acquisitions, net of cash acquired | (3,124) | |
Purchases of property and equipment | (7,343) | (5,875) |
Net cash used in investing activities | (7,343) | (8,999) |
Financing activities | ||
Issuance of common stock | 38 | |
Revolving credit facility - draws | 29,000 | |
Revolving credit facility - repayments | (29,000) | |
Payments for capital lease obligations | (572) | (455) |
Debt acquisition costs | (2,031) | |
Proceeds long-term debt, net of original issue discount | 294,000 | |
Retirement of debt | (289,000) | |
Payments on long-term debt | (750) | (8,500) |
Net cash provided by (used in) financing activities | 1,685 | (8,955) |
Effect of foreign exchange rates | (129) | (84) |
Net decrease in cash | (8,322) | (9,308) |
Cash at beginning of period | 51,201 | 43,407 |
Cash at end of period | 42,879 | 34,099 |
Supplemental disclosure: | ||
Cash paid for interest | 20,110 | 17,248 |
Income tax refunds | (450) | (297) |
Significant non-cash investing and financing activities | ||
Purchases of property and equipment in accounts payable and accrued expenses on the consolidated balance sheets | $ 159 | $ 193 |
Organization, Business and Summ
Organization, Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, business and summary of significant accounting policies | Note 1 – Organization, business and summary of significant accounting policies Organization KLDiscovery Inc. (the “Company”) is a leading global provider of electronic discovery, information governance and data recovery technology solutions for corporations, law firms, government agencies and individual consumers. We provide technology solutions to help our clients solve complex data challenges. The Company’s headquarters are located in McLean, Virginia. The Company has 33 locations in 18 countries, as well as 9 data centers and 18 data recovery labs globally. The Company was originally incorporated under the name Pivotal Acquisition Corp. (“Pivotal”) as a blank check company on August 2, 2018 under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, stock purchase, reorganization or similar business combination with one or more businesses or entities. On December 19, 2019 (the “Closing Date”), Pivotal acquired the outstanding shares of LD Topco, Inc. via a reverse capitalization (the “Business Combination”) and was renamed KLDiscovery Inc. Principles of consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of KLDiscovery and all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The accompanying consolidated financial statements should be read in conjunction with the financial and risk factor information included in our Annual Report Form 10-K for the fiscal year ended December 31, 2020, which we previously filed with the Securities and Exchange Commission (the “SEC”). Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Although actual results could differ from those estimates, management does not believe that such differences would be material. Significant estimates include, but are not limited to, the allowance for doubtful accounts, determining the fair values of assets acquired and liabilities assumed, including the fair value of Private Warrants (as defined in Note 3), the recoverability and useful lives of property and equipment, intangible assets, and other long-lived assets, the evaluation of goodwill for impairment, the valuation and realization of deferred income taxes, the fair value of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), stock option awards, and acquisition-related contingent consideration. Segments, concentration of credit risk and major customers The Company operates in one business segment, providing technology solutions for corporations, law firms, government agencies and individual consumers. Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places its cash with a banking institution where the balances, at times, exceed federally insured limits. Management believes the risks associated with these deposits are limited. With respect to accounts receivable, the Company performs ongoing evaluations of its customers, generally grants uncollateralized credit terms to its customers, and maintains an allowance for doubtful accounts based on historical experience and management’s expectations of future losses. As of and for the three and six months ended June 30, 2021 and 2020, the Company did not have a single customer that represented more than ten percent of its consolidated revenues or accounts receivable. The Company believes that the geographic and industry diversity of the Company’s customer base throughout the U.S. and internationally minimizes the risk of incurring material losses due to concentrations of credit risk. Foreign currency Results of operations for the Company’s non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive income” in the Company’s Condensed Consolidated Balance Sheets. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other expense” in the Company’s Consolidated Statements of Comprehensive Loss. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date. Cash and cash equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with an original maturity of three months or less when purchased to be cash equivalents. Accounts receivable Accounts receivable are recorded at original invoice amounts less an estimate for doubtful receivables based on a review of outstanding amounts monthly. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history. Accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. Computer software, property and equipment Computer software, property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer software and hardware 3 to 5 years Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and other equipment 3 to 5 years Gains or losses on disposals are included in results of operations at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Costs for replacements and betterments are capitalized, while the costs of maintenance and repairs are expensed as incurred. Property under capital leases is depreciated using the straight-line method over the lease term. Depreciation expense totaled $2.7 million and $4.3 million for the three months ended June 30, 2021 and 2020, respectively, and includes amortization of assets recorded under capital leases. Depreciation expense totaled $5.6 million and $8.5 million for the six months ended June 30, 2021 and 2020, respectively. Internal-use software development costs The Company capitalizes certain internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditure will result in additional functionality. Capitalized software costs are amortized over the estimated useful life of the underlying project on a straight-line basis. The Company’s estimated useful life of capitalized software costs varies between three and five years, depending on management’s expectation of the economic life of various software. Capitalized software amortization costs are recorded as a component of cost of revenue. Capitalized software costs are reflected as part of “Intangible assets, net” in the Company’s Consolidated Balance Sheets and totaled $20.1 million and $18.5 million, net of accumulated amortization, as of June 30, 2021 and December 31, 2020, respectively. Intangible assets and other long-lived assets The Company evaluates the recoverability of its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the difference between the fair value of the asset compared to its carrying amount. No impairment losses were recognized in the accompanying consolidated financial statements. Amortization expense totaled $ 7.0 million and $ 7.7 million for the three months ended June 30, 2021 and 2020 , respectively; $ 2.3 million and $ 3.0 million of which was classified as part of the “Cost of revenues” line in the Company’s Consolidated Statements of Comprehensive Loss. Amortization expense totaled $ 13.9 million and $ 15.3 million for the six months ended June 30, 2021 and 2020, respectively; $ 4.4 million and $ 5.9 million of which was classified as part of the “Cost of revenues” line in the Company’s Consolidated Statements of Comprehensive Loss . Goodwill Goodwill represents the excess of the total consideration paid over identified intangible and tangible assets of the Company and its acquisitions. The Company tests its goodwill for impairment at the reporting unit level annually on October 1, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. As of the October 1, 2020 testing date, the Company determined there is one reporting unit. The Company considered the COVID-19 pandemic as an indicator of impairment of the value of goodwill and intangible assets and performed a qualitative assessment in the second quarter of 2021. Management considered factors related to the COVID-19 pandemic such as impact to stock price, impacts to competitors due to the COVID-19 pandemic, changes in demand for the Company’s services, and updates to Company forecasts, among other factors. Management concluded that there was no impairment of goodwill and intangible assets during the six months ended June 30, 2021. Debt issuance costs Debt issuance costs are stated at cost, net of accumulated amortization, and are amortized over the term of the debt using both the straight-line and the effective yield methods. U.S. GAAP requires that the effective yield method be used to amortize debt acquisition costs; however, if the effect of using the straight-line method is not materially different from the results that would have been obtained under the effective yield method, the straight-line method may be used. The amortization for funded term debt is calculated according to the effective yield method and revolving and unfunded term debt is calculated according to the straight-line method. Debt issuance costs related to funded term debt are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. R evenue recognition Revenues are recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company’s contracts represent distinct or separate service streams that are provided to its customers. The Company evaluates its revenue contracts with customers based on the five-step model under Accounting Standard Codification (“ASC”) 606, Revenue Recognition: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 eDiscovery $ 50,800 $ 45,402 $ 98,954 $ 99,035 Managed review 19,904 9,706 35,484 22,832 Legal Technology 70,704 55,108 134,438 121,867 Data recovery 10,946 9,273 22,662 20,785 Total revenue $ 81,650 $ 64,381 $ 157,100 $ 142,652 Performance Obligations and Timing of Revenue Recognition The Company primarily sells solutions that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer. (1) eDiscovery, which provides end-to-end eDiscovery technology solutions including collections, processing, analytics, hosting, production and professional services; (2) Managed review solutions which provide the technology and staffing necessary to review large complex data sets; and (3) Data recovery solutions, which provides data restoration, data erasure and data management services. The Company generates the majority of its revenues by providing Legal Technology solutions to our clients. All of the Company’s eDiscovery contracts are time and materials types of arrangements. Time and materials arrangements are based on units of data stored or processed. Unit-based revenues are recognized as services are provided, based on either the amount of data stored or processed, the number of concurrent users accessing the information or the number of pages or images processed for a client, at agreed upon per unit rates. The Company recognizes revenues for these arrangements utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date. Certain of the Company’s eDiscovery contracts are subscription-based, fixed fee arrangements, which have tiered pricing based on the quantity of data hosted. For a fixed monthly fee, the Company’s clients receive a variety of optional eDiscovery solutions, which are included in addition to the data hosting. The Company recognizes revenues for these arrangements based on predetermined monthly fees as determined in its contractual agreements, utilizing a right-to-invoice practical expedient because the Company has a contractual right to consideration for services completed to date. Managed review contracts are time and materials types of arrangements. These agreements require the client to pay us based on the number of hours worked at contractually agreed-upon rates. The Company recognizes revenues for these arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date. Data recovery engagements are mainly fixed fee arrangements requiring the client to pay a pre-established fee in exchange for the successful completion of such engagement on a predetermined device. For the recovery performed by the Company’s technicians, the revenue is recognized at a point in time, when the recovered data is sent to the customer. Data erasure engagements are also fixed fee arrangements for which revenue is recognized at a point in time when the certificate of erasure is sent to the customer. The Company offers term license subscriptions to Ontrack PowerControls software to customers with on-premises installations of the software pursuant to contracts that are historically one to four years in length. The term license subscriptions include maintenance, support, as well as access to future software upgrades and patches. The license and the additional support services are deemed to be one performance obligation, and thus revenue for these arrangements is recognized ratably over the term of the agreement. Net loss per common share Basic net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period, plus the dilutive effect of common stock equivalents, including stock options and restricted stock units. Common stock and common stock equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and release of restricted shares, except when the effect of their inclusion would be antidilutive. |
Correction of an Immaterial Err
Correction of an Immaterial Error | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Correction of an immaterial error | Note 2 – Correction of an immaterial error On April 12, 2021, the SEC Staff issued a “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (“SPACs”) (the “SEC Staff Statement”) In accordance with Financial Accounting Standards Board ASC 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of the errors from quantitative and qualitative perspectives and concluded that the errors were immaterial to the Company’ s prior period interim and annual consolidated financial statements. Because these errors were not material to any prior period interim or annual financial statements, no amendments to previously filed interim or annual periodic reports are required. The Company recognized the cumulative effect of the error on prior periods by recording during the three months ended and as of, March 31 , 2021 , (i) $ 2.0 million of income in the Statements of Comprehensive Loss to reflect the cumulative decrease in the fair value of the P rivate W arrants liabilities, (ii) a warrant liability of $ 1.8 million in the Balance Sheet and (iii) a decrease in additional paid-in capital of $ 3.8 million in the Balance Sheet . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3 – Fair value measurements The Company accounts for recurring and non-recurring fair value measurements in accordance with ASC 820, Fair Value Measurements Level 1 – Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2 – Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. Level 3 – Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity – e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires significant judgments to be made by the Company. The Company believes that the fair values of its current assets and current liabilities (cash, accounts receivable, accounts payable, and other current liabilities) approximate their reported carrying amounts. The Company estimates the fair value of contingent purchase consideration based on the present value of the consideration expected to be paid during the remainder of the earn-out period, based on management’s assessment of the acquired operations’ forecasted earnings. This fair value measure is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The fair value of future expected acquisition-related contingent purchase consideration obligations was $1.0 million and $0.9 million at June 30, 2021 and December 31, 2020, respectively. The significant unobservable inputs used in the fair value measurements of the Company’s contingent purchase consideration include its measures of the future profitability and related cash flows of the acquired business or assets, impacted by appropriate discount rates. Significant increases (decreases) in any of these individual inputs would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumptions used for the discount rates is indirectly proportional to the fair value of contingent purchase consideration and a change in the assumptions used for the future cash flows is directly proportional to the fair value of contingent purchase consideration. The Company, using additional information as it becomes available, reassesses the fair value of the contingent purchase consideration on a quarterly basis. The Company has determined that the 6,350,000 Private Warrants to purchase Common Stock (the “Private Warrants”) issued in connection with the consummation of the Business Combination in December 2019 should be accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity . To estimate the fair value of the Private Warrants as of December 31, 2020 and June 30, 2021, the Company used a Black Scholes closed form model, which is a Level 3 fair value measurement. Significant inputs used in the Black Scholes model for the Private Warrants were as follows: December 31, 2020 & June 30, 2021 Expected volatility 16.00 % Expected term (in years) 3.97 Risk free interest rate 1.74 % Dividend yield 0.00 % Exercise Price $ 11.50 Fair value of Common Stock $ 8.05 T he Company’s use of a Black Scholes model required the use of the following inputs, including assumptions: • • • • • Exercise price – the exercise price is contractually set at • The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the periods ended June 30, 2021 and December 31, 2020 (in thousands): Balance at December 31, 2019 $ 822 Change in fair value of contingent consideration 98 Balance at December 31, 2020 $ 920 Private warrants 3,810 Change in fair value of Private Warrants (1,715 ) Change in fair value of contingent consideration 37 Balance at June 30, 2021 $ 3,052 Management estimates that the carrying amount of the Company’s long-term debt approximates its fair value because the interest rates on these instruments are subject to changes in market interest rates or are consistent with prevailing interest rates. |
Leasing Arrangements
Leasing Arrangements | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leasing Arrangements | Note 4 – Leasing arrangements The Company leases office space and certain equipment under operating and capital lease agreements, expiring in various years through 2028. Certain leases contain annual rent escalation clauses. Rent expense totaled $2.9 million and $3.7 million for the three months ended June 30, 2021 and 2020, respectively. Rent expense totaled $5.8 million and $7.5 million for the six months ended June 30, 2021 and 2020, respectively. For periods subsequent to June 30, 2021, future minimum payments for all operating and capital lease obligations that have initial non-cancelable lease terms exceeding one year, net of rental income from subleases are as follows (in thousands): June 30, Capital Leases Operating Leases 2021 (6 months) $ 1,119 $ 4,558 2022 1,346 8,736 2023 721 8,237 2024 7,133 2025 3,798 Thereafter 2,552 Total $ 3,186 $ 35,014 Less interest on lease obligations (259 ) 2,927 Less current portion (1,338 ) Non-current portion $ 1,589 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Long Term Debt [Abstract] | |
Long Term Debt | Note 5 – Long term debt The table below summarizes the components of the Company’s long-term debt (in thousands): June 30, 2021 December 31, 2020 First lien facility due 2022 $ - $ 289,000 Convertible debenture notes due 2024 218,876 214,541 2021 Credit Agreement due 2026 299,250 - Total debt 518,126 503,541 Less: unamortized original issue discount (16,470 ) (16,126 ) Less: unamortized debt issuance costs (1,935 ) (3,867 ) Total debt, net 499,721 483,548 Current portion of debt 3,000 17,000 Less: current portion of unamortized original issue discount - (4,312 ) Less: current portion of unamortized debt issuance costs - (1,740 ) Total current portion of debt, net 3,000 10,948 Total long term debt, net $ 496,721 $ 472,600 2021 Credit Agreement On February 8, 2021, certain subsidiaries of the Company (the “Loan Parties”) entered into a new secured credit agreement (the “2021 Credit Agreement”). Proceeds were used to pay in full all outstanding loans and terminate all lending commitments under the 2016 Credit Agreement (as defined below). The 2021 Credit Agreement provides for (i) initial term loans in an aggregate principal amount of $300 million (the “Initial Term Loans”), (ii) delayed draw term loans in an aggregate principal amount of $50 million (the “Delayed Draw Term Loans”), and (iii) revolving credit loans in an aggregate principal amount of $40 million, with a letter of credit sublimit of $10 million (the “Revolving Credit Loans”). The Delayed Draw Term Loans will be available to the Loan Parties at any time prior to February 8, 2023, subject to certain conditions. The Initial Term Loans and Delayed Draw Term Loans will bear interest, at the Loan Parties’ option, at the rate of (x) with respect to Eurocurrency Rate Loans (as defined in the 2021 Credit Agreement), the Adjusted Eurocurrency Rate (as defined in the 2021 Credit Agreement) with a 1.0% floor, plus 6.50% per annum, or (y) with respect to Base Rate Loans (as defined in the 2021 Credit Agreement), the Base Rate (as defined in the 2021 Credit Agreement) plus 5.50% per annum. The Revolving Credit Loans will bear interest, at our option, at the rate of (x) with respect to Eurocurrency Rate Loans, the Adjusted Eurocurrency Rate plus 4.00% per annum, or (y) with respect to Base Rate Loans, the Base Rate plus 3.00% per annum. The Initial Term Loans and Delayed Draw Term Loans amortize at a rate of 1.00% of the aggregate principal amount of Initial Term Loans and Delayed Draw Term Loans outstanding, payable in consecutive quarterly installments of $0.8 million, beginning on June 30, 2021. The Initial Term Loans, Delayed Draw Term Loans and Revolving Credit Loans are each scheduled to mature on the earlier of February 16, 2026 or six months prior to maturity of our Debentures (as defined below) due in December 2024. The Initial Term Loans and Delayed Draw Term Loans may be voluntarily repaid at any time, but may be subject to a prepayment premium. The Initial Term Loans and Delayed Draw Term Loans are required to be repaid under certain circumstances, including with Excess Cash Flow (as defined in the 2021 Credit Agreement), the proceeds of an Asset Sale or Casualty Event (each as defined in the 2021 Credit Agreement) and the proceeds of certain refinancing indebtedness. The obligations under the 2021 Credit Agreement are secured by substantially all of the Loan Parties’ assets. The 2021 Credit Agreement contains customary affirmative and negative covenants as well as a financial maintenance covenant that requires the Loan Parties to maintain a First Lien Net Leverage Ratio (as defined in the 2021 Credit Agreement) of less than or equal to 7.00 to 1.00, tested at the end of each fiscal quarter. The Company was in compliance with all Credit Agreement covenants as of June 30, 2021. Revolving Credit Loans The 2021 Credit Agreement also provides for an unfunded revolver commitment for borrowing up to $40.0 million (the “Revolving Credit Loans”). As of June 30, 2021, there was $39.4 million available capacity for borrowing under the revolving loan commitment due to the $0.6 million of letters of credit outstanding (See Note 9 – Commitments and contingencies). 2016 Credit Agreement and Revolving Credit Facility On December 9, 2016, certain subsidiaries of the Company entered into a credit agreement (the “2016 Credit Agreement”) with a group of lenders to establish term loan facilities and a revolving line of credit for borrowings by LD Intermediate, Inc. and LD Lower Holdings, Inc. (the “Initial Term Loans”). The Initial Term Loan borrowings of $340.0 million (“First Lien Facility”) and $125.0 million (“Second Lien Facility”) were to mature on December 9, 2022 and December 9, 2023, respectively. The 2016 Credit Agreement also provided for an unfunded revolver commitment for borrowing up to $30.0 million, maturing on June 9, 2022 (the “Revolving Credit Facility”). The First Lien Facility and the Revolving Credit Facility were repaid and retired on February 8, 2021 and the Second Lien Facility was repaid on December 19, 2019. The Company incurred a loss on debt extinguishment of $7.2 million in connection with the retirement of the 2016 Credit Agreement and Revolving Credit Facility. Convertible Debentures On December 19, 2019, the Company issued 8% convertible debentures (“Debentures”) due 2024 in an aggregate principal amount of $200 million. At June 30, 2021 and December 31, 2020, the balance due under the Convertible Debentures was $218.9 million and $214.5 million, respectively. The Debentures mature on December 19, 2024 unless earlier converted, redeemed or repurchased, and bear interest at an annual rate of 4.00% in cash, payable quarterly, and 4.00% in kind, accrued quarterly, on the last business day of March, June, September and December. In addition, on each anniversary of the Closing Date, the Company will increase the principal amount of the Debentures by an amount equal to 3.00% of the original aggregate principal amount of the Debentures outstanding (subject to reduction for any principal amount repaid). The additional payment will accrue from the last payment date for the additional payment (or the Closing Date if no prior payment has been made), and will also be payable at maturity, upon conversion and upon an optional redemption. At any time, upon notice as set forth in the Debentures, the Debentures are redeemable at the Company’s option, in whole or in part, at a price equal to 100% of the principal amount of the Debentures redeemed, plus accrued and unpaid interest thereon. Subject to approval of our stockholders to allow for the full conversion of the Debentures into Common Stock, the Debentures are convertible into shares of the Company’s Common Stock at the option of the Debenture holders at any time and from time to time at a price of $18 per share, subject to certain adjustments. However, in the event the Company elects to redeem any Debentures, the holders have a right to purchase Common Stock from the Company in an amount equal to the amount redeemed at the conversion price. The Debentures contain covenants that limit the Company’s ability to, among other things: (i) incur additional debt; (ii) create liens on assets; (iii) engage in certain transactions with affiliates; or (iv) designate the Company’s subsidiaries as unrestricted subsidiaries. The Debentures provide for customary events of default, including non-payment, failure to comply with covenants or other agreements in the Debentures and certain events of bankruptcy or insolvency. If an event of default occurs and continues, the holders of at least 25% in aggregate principal amount of the outstanding Debentures may declare the entire principal amount of all the Debentures to be due and payable immediately. As of June 30, 2021, the Company was in compliance with all covenants. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plan | N ote 6 – Equity incentive plan On December 19, 2019, the Company adopted the 2019 Incentive Award Plan (the “2019 Plan”) under which eligible employees, officers, directors and consultants of the Company may be granted incentive or non-qualified stock options, restricted stock, restricted stock units, or other stock-based awards, including shares of Common Stock. Pursuant to the 2019 Plan, the number of shares of Common Stock available for issuance under the 2019 Plan automatically increases on each January 1 (commencing with January 1, 2021) until and including January 1, 2029, by an amount equal to the lesser of: (a) 5% of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by our Board of Directors (the “Board”). Stock option activity The following table summarizes the Company’s stock option activity under the 2019 Plan: Description Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) Options Outstanding, December 31, 2020 4,260,753 $ 8.46 9.0 $ 54 Granted 1,277,771 8.02 Exercised (4,676 ) 8.00 Forfeited (285,592 ) 8.25 Expired (18,017 ) 8.00 Options Outstanding, June 30, 2021 5,230,239 $ 8.36 8.8 $ 5 Options Vested and Exercisable, June 30, 2021 1,330,862 $ 8.38 8.4 $ - Options Vested and Expected to Vest, June 30, 2021 5,230,239 $ 8.36 8.8 $ 5 (1) Aggregate intrinsic value represents the difference between the estimated fair value of the underlying Common Stock (as defined below) and the exercise price of outstanding in-the-money options. The following table summarizes additional information on stock option grants and vesting (in thousands): 2019 Plan Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Total fair value of stock options granted $ 2,293 $ 8,766 Total fair value of options vested 252 - Time-based vesting stock options Time-based vesting stock options generally vest over a three-year F or the three months ended June 30, 2021, and 2020 the Company recognized $1.0 million and $0.8 million of stock-based compensation expense, respectively, in connection with time-based vesting stock options. F Stock Option Valuation The Company used valuation models to value both time and performance-based vesting stock options granted during the six months ended June 30, 2021 and 2020. The following table summarizes the assumptions used in the valuation models to determine the fair value of stock options granted to employees and non-employee directors: Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Expected volatility 44.06% - 44.61% 37.63% - 40.98% Expected term (in years) 6.0 6.0 Dividend yield 0.00% 0.00% Risk-free interest rate 0.70% - 1.00% 1.43% - 0.45% A discussion of management’s methodology for developing each of the assumptions used in the valuation model follows: • Expected volatility – Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses an estimated volatility based on the historical and implied volatilities of share prices of comparable companies. • Expected term – This is the period that the options granted are expected to remain unexercised. For options granted during the three and six months ended June 30, 2021 and 2020, the Company derived the expected life of the option based on the average midpoint between vesting and the contractual term as there is little exercise history. • Dividend yield – The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. • Risk-free interest rate – This is the U.S. Treasury rate for securities with similar terms that most closely resembles the expected life of the option. Stock-based award activity During the six months ended June 30, 2021 the Company granted 90,324 restricted stock units (“RSUs”) to certain non-employee directors. Each non-employee director receives an initial RSU grant on the date of their election or appointment to the Board and a subsequent annual RSU grant during their continued service as a non-employee director, subject to three and one-year Stock-based compensation expense Stock-based compensation expense is included in the Company’s Consolidated Statements of Comprehensive Loss within the following line items (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Cost of revenues $ 348 $ 326 $ 690 $ 681 General and administrative 410 261 806 491 Research and development 72 67 136 140 Sales and marketing 188 160 364 327 Total $ 1,018 $ 814 $ 1,996 $ 1,639 Performance –based restricted stock units The Company granted RSUs to certain employees and non-employee directors which are subject to certain vesting criteria. The RSUs become eligible to begin vesting upon a liquidity event (as defined in the award agreements governing the RSUs). The amount and timing of the vesting of the RSUs depends on the type and timing of the liquidity event as it relates to the Closing Date. Generally, a portion of the RSUs will first vest upon the occurrence of the liquidity event and the remainder will vest in installments thereafter, provided that if the liquidity event occurs after the third anniversary of the Closing Date, all RSUs will vest immediately upon the liquidity event. The vesting of the RSUs held by a grantee is generally subject to his or her continued employment with the Company. RSU activity The following table summarizes the Company’s RSU activity: Description RSUs Outstanding Balance at December 31, 2020 1,290,432 Granted 434,538 Vested (103,622 ) Forfeited (81,656 ) Expired - Balance at June 30, 2021 1,539,692 The Company determined the achievement of the liquidity event was not probable and therefore no expense was recorded during the three and six months ended June 30, 2021 and 2020. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 7 – Equity The Company is authorized to issue up to 200,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share. Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. The holders of the Common Stock are entitled to receive dividends out of assets legally available at the times and in the amounts as the Board may from time to time determine. In the event of any liquidation, dissolution or winding up of the Company, the assets of the Company shall be distributed ratably among the holders of the then outstanding Common Stock. Warrants On the Closing Date, in connection with the consummation of the Business Combination, the Company assumed (i) 23,000,000 warrants (the “Public Warrants”) to purchase shares of Common Stock and (ii) 6,350,000 Private Warrants (together with the Public Warrants, the “Warrants”). The Public Warrants qualify for equity accounting as these warrants do not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity The Public Warrants were measured at fair value at the time of issuance and classified as equity. As disclosed in Note 2, the Company has determined that the Private Warrants Distinguishing Liabilities from Equity, warrants are classified as liabilities and measured at fair value at each reporting period. Each Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share. Private Warrants held by the initial purchaser of the Private Warrant or certain permitted transferees may be exercised on a cashless basis. The Warrants will expire on December 19, 2024 or earlier upon redemption or liquidation. If the reported last sale price of Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the Warrant holders, the Company may redeem all the Public Warrants at a price of $0.01 per Warrant upon not less than 30 days’ prior written notice. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. The Warrants will not be adjusted for the issuance of Common Stock at a price below the exercise price. The Company will not be required to net cash settle the Warrants. The Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Shares Subject to Forfeiture On the Closing Date, in connection with the consummation of the Business Combination, 550,000 shares of Common Stock held by Pivotal Acquisition Holdings LLC were subjected to an additional lockup that will be released only if the last reported sale price of the Common Stock equals or exceeds $15.00 for a period of 20 consecutive trading days during the five-year |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income taxes A valuation allowance has been established against the Company’s net U.S. federal and state deferred tax assets, including net operating loss (“NOL”) carryforwards. As a result, the Company’s income tax position is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities. During the three months ended June 30, 2021 and 2020, the Company recorded an income tax provision of $0.3 million and $0.4 million, respectively, resulting in an effective tax rate of (3.5)% and (2.8)%, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded an income tax provision of $0.9 million and $0.6 million, respectively, resulting in an effective tax rate of (3.9)% and (2.2)%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of foreign tax rate differences, state taxes and the valuation allowance against our domestic deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and contingencies The Company is involved in various legal proceedings, which arise occasionally in the normal course of business. While the ultimate results of such matters generally cannot be predicted with certainty, management does not expect such matters to have a material effect on the Company’s financial position and results of operations as of June 30, 2021. The Company has two Risks and Uncertainties Impacts of the COVID-19 pandemic on the Company’s Business The impacts of the ongoing COVID-19 pandemic on the Company’s business are currently not estimable or determinable. In late 2020, COVID-19 vaccinations became available, and the vaccines were reported to be very effective against the original strain of the COVID-19 virus. As a result, government-imposed COVID-19 restrictions eased in the past few months, but the emergence of the new Delta variant of the virus has led to reinstatement of some restrictions as infection rates rise. The effectiveness of the vaccines against variants of the virus, including the Delta variant, is unclear. The Company has modified employee travel and work locations, and cancelled certain events, among other actions taken in response to the pandemic. During 2020, the Company implemented a salary exchange program pursuant to which certain employees took a temporary reduction in salary through December 31, 2020 ranging from 2% to 20% in exchange for receiving 417,673 stock options and 211,207 RSUs. On March 27, 2020, the President signed into U.S. federal law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), to provide emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally support the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, NOL 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. In particular, under the CARES Act, (i) for taxable years beginning before 2021, NOL carryforwards and carrybacks may offset 100 % of taxable income, (ii) NOLs arising in 2018 , 2019, and 2020 taxable years may be carried back to each of the preceding five years to generate a refund and (iii) for taxable years beginning in 2019 and 2020, the base for interest deductibility was increased from 30 % to 50 % of taxable income. As permitted under the CARES Act, the Company deferred payroll taxes due in 2020 to 2021 and 2022. The Company continues to analyze other aspects of the CARES Act as well as similar tax legislation in other countries it op erates in but does not believe this legislation will have a meaningful impact on its results. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 10 – Related parties As of June 30, 2021, $109.4 million, including paid-in kind interest, of the Company’s Debentures, are held by affiliates of MGG Investment Group, an affiliate of a director of the Company. For the three months ended June 30, 2021 and 2020, the Company recognized $3.2 million and $2.8 million in interest expense, respectively and for the six months ended June 30, 2021 and 2020, the Company recognized $6.4 million and $5.8 million in interest expense, respectively, related to Debentures owned by the MGG Investment Group. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 11 – Subsequent events The Company has evaluated subsequent events since the date on which these financial statements were issued through the date on which this Quarterly Report on Form 10-Q was filed, and did not identify any additional items for disclosure. |
Organization, Business and Su_2
Organization, Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Organization KLDiscovery Inc. (the “Company”) is a leading global provider of electronic discovery, information governance and data recovery technology solutions for corporations, law firms, government agencies and individual consumers. We provide technology solutions to help our clients solve complex data challenges. The Company’s headquarters are located in McLean, Virginia. The Company has 33 locations in 18 countries, as well as 9 data centers and 18 data recovery labs globally. The Company was originally incorporated under the name Pivotal Acquisition Corp. (“Pivotal”) as a blank check company on August 2, 2018 under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, stock purchase, reorganization or similar business combination with one or more businesses or entities. On December 19, 2019 (the “Closing Date”), Pivotal acquired the outstanding shares of LD Topco, Inc. via a reverse capitalization (the “Business Combination”) and was renamed KLDiscovery Inc. |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of KLDiscovery and all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated upon consolidation. The accompanying consolidated financial statements should be read in conjunction with the financial and risk factor information included in our Annual Report Form 10-K for the fiscal year ended December 31, 2020, which we previously filed with the Securities and Exchange Commission (the “SEC”). |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Although actual results could differ from those estimates, management does not believe that such differences would be material. Significant estimates include, but are not limited to, the allowance for doubtful accounts, determining the fair values of assets acquired and liabilities assumed, including the fair value of Private Warrants (as defined in Note 3), the recoverability and useful lives of property and equipment, intangible assets, and other long-lived assets, the evaluation of goodwill for impairment, the valuation and realization of deferred income taxes, the fair value of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), stock option awards, and acquisition-related contingent consideration. |
Segments, concentration of credit risk and major customers | Segments, concentration of credit risk and major customers The Company operates in one business segment, providing technology solutions for corporations, law firms, government agencies and individual consumers. Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places its cash with a banking institution where the balances, at times, exceed federally insured limits. Management believes the risks associated with these deposits are limited. With respect to accounts receivable, the Company performs ongoing evaluations of its customers, generally grants uncollateralized credit terms to its customers, and maintains an allowance for doubtful accounts based on historical experience and management’s expectations of future losses. As of and for the three and six months ended June 30, 2021 and 2020, the Company did not have a single customer that represented more than ten percent of its consolidated revenues or accounts receivable. The Company believes that the geographic and industry diversity of the Company’s customer base throughout the U.S. and internationally minimizes the risk of incurring material losses due to concentrations of credit risk. |
Foreign currency | Foreign currency Results of operations for the Company’s non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive income” in the Company’s Condensed Consolidated Balance Sheets. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other expense” in the Company’s Consolidated Statements of Comprehensive Loss. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with an original maturity of three months or less when purchased to be cash equivalents. |
Accounts receivable | Accounts receivable Accounts receivable are recorded at original invoice amounts less an estimate for doubtful receivables based on a review of outstanding amounts monthly. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition and credit history. Accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received. |
Computer software, property and equipment | Computer software, property and equipment Computer software, property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer software and hardware 3 to 5 years Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and other equipment 3 to 5 years Gains or losses on disposals are included in results of operations at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Costs for replacements and betterments are capitalized, while the costs of maintenance and repairs are expensed as incurred. Property under capital leases is depreciated using the straight-line method over the lease term. Depreciation expense totaled $2.7 million and $4.3 million for the three months ended June 30, 2021 and 2020, respectively, and includes amortization of assets recorded under capital leases. Depreciation expense totaled $5.6 million and $8.5 million for the six months ended June 30, 2021 and 2020, respectively. |
Internal-use software development costs | Internal-use software development costs The Company capitalizes certain internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditure will result in additional functionality. Capitalized software costs are amortized over the estimated useful life of the underlying project on a straight-line basis. The Company’s estimated useful life of capitalized software costs varies between three and five years, depending on management’s expectation of the economic life of various software. Capitalized software amortization costs are recorded as a component of cost of revenue. Capitalized software costs are reflected as part of “Intangible assets, net” in the Company’s Consolidated Balance Sheets and totaled $20.1 million and $18.5 million, net of accumulated amortization, as of June 30, 2021 and December 31, 2020, respectively. |
Intangible assets and other long-lived assets | Intangible assets and other long-lived assets The Company evaluates the recoverability of its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the difference between the fair value of the asset compared to its carrying amount. No impairment losses were recognized in the accompanying consolidated financial statements. Amortization expense totaled $ 7.0 million and $ 7.7 million for the three months ended June 30, 2021 and 2020 , respectively; $ 2.3 million and $ 3.0 million of which was classified as part of the “Cost of revenues” line in the Company’s Consolidated Statements of Comprehensive Loss. Amortization expense totaled $ 13.9 million and $ 15.3 million for the six months ended June 30, 2021 and 2020, respectively; $ 4.4 million and $ 5.9 million of which was classified as part of the “Cost of revenues” line in the Company’s Consolidated Statements of Comprehensive Loss . |
Goodwill | Goodwill Goodwill represents the excess of the total consideration paid over identified intangible and tangible assets of the Company and its acquisitions. The Company tests its goodwill for impairment at the reporting unit level annually on October 1, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. As of the October 1, 2020 testing date, the Company determined there is one reporting unit. The Company considered the COVID-19 pandemic as an indicator of impairment of the value of goodwill and intangible assets and performed a qualitative assessment in the second quarter of 2021. Management considered factors related to the COVID-19 pandemic such as impact to stock price, impacts to competitors due to the COVID-19 pandemic, changes in demand for the Company’s services, and updates to Company forecasts, among other factors. Management concluded that there was no impairment of goodwill and intangible assets during the six months ended June 30, 2021. |
Debt issuance costs | Debt issuance costs Debt issuance costs are stated at cost, net of accumulated amortization, and are amortized over the term of the debt using both the straight-line and the effective yield methods. U.S. GAAP requires that the effective yield method be used to amortize debt acquisition costs; however, if the effect of using the straight-line method is not materially different from the results that would have been obtained under the effective yield method, the straight-line method may be used. The amortization for funded term debt is calculated according to the effective yield method and revolving and unfunded term debt is calculated according to the straight-line method. Debt issuance costs related to funded term debt are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. |
Revenue recognition | R evenue recognition Revenues are recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company’s contracts represent distinct or separate service streams that are provided to its customers. The Company evaluates its revenue contracts with customers based on the five-step model under Accounting Standard Codification (“ASC”) 606, Revenue Recognition: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied. The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 eDiscovery $ 50,800 $ 45,402 $ 98,954 $ 99,035 Managed review 19,904 9,706 35,484 22,832 Legal Technology 70,704 55,108 134,438 121,867 Data recovery 10,946 9,273 22,662 20,785 Total revenue $ 81,650 $ 64,381 $ 157,100 $ 142,652 Performance Obligations and Timing of Revenue Recognition The Company primarily sells solutions that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer. (1) eDiscovery, which provides end-to-end eDiscovery technology solutions including collections, processing, analytics, hosting, production and professional services; (2) Managed review solutions which provide the technology and staffing necessary to review large complex data sets; and (3) Data recovery solutions, which provides data restoration, data erasure and data management services. The Company generates the majority of its revenues by providing Legal Technology solutions to our clients. All of the Company’s eDiscovery contracts are time and materials types of arrangements. Time and materials arrangements are based on units of data stored or processed. Unit-based revenues are recognized as services are provided, based on either the amount of data stored or processed, the number of concurrent users accessing the information or the number of pages or images processed for a client, at agreed upon per unit rates. The Company recognizes revenues for these arrangements utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date. Certain of the Company’s eDiscovery contracts are subscription-based, fixed fee arrangements, which have tiered pricing based on the quantity of data hosted. For a fixed monthly fee, the Company’s clients receive a variety of optional eDiscovery solutions, which are included in addition to the data hosting. The Company recognizes revenues for these arrangements based on predetermined monthly fees as determined in its contractual agreements, utilizing a right-to-invoice practical expedient because the Company has a contractual right to consideration for services completed to date. Managed review contracts are time and materials types of arrangements. These agreements require the client to pay us based on the number of hours worked at contractually agreed-upon rates. The Company recognizes revenues for these arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date. Data recovery engagements are mainly fixed fee arrangements requiring the client to pay a pre-established fee in exchange for the successful completion of such engagement on a predetermined device. For the recovery performed by the Company’s technicians, the revenue is recognized at a point in time, when the recovered data is sent to the customer. Data erasure engagements are also fixed fee arrangements for which revenue is recognized at a point in time when the certificate of erasure is sent to the customer. The Company offers term license subscriptions to Ontrack PowerControls software to customers with on-premises installations of the software pursuant to contracts that are historically one to four years in length. The term license subscriptions include maintenance, support, as well as access to future software upgrades and patches. The license and the additional support services are deemed to be one performance obligation, and thus revenue for these arrangements is recognized ratably over the term of the agreement. |
Net Loss per Common Share | Net loss per common share Basic net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period, plus the dilutive effect of common stock equivalents, including stock options and restricted stock units. Common stock and common stock equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and release of restricted shares, except when the effect of their inclusion would be antidilutive. |
Organization, Business and Su_3
Organization, Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Estimated Useful Lives of Assets | Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer software and hardware 3 to 5 years Leasehold improvements Shorter of lease term or useful life Furniture, fixtures and other equipment 3 to 5 years |
Summary of Revenue from Contracts with Customers | The following table summarizes revenue from contracts with customers for the three and six months ended June 30, 2021 (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 eDiscovery $ 50,800 $ 45,402 $ 98,954 $ 99,035 Managed review 19,904 9,706 35,484 22,832 Legal Technology 70,704 55,108 134,438 121,867 Data recovery 10,946 9,273 22,662 20,785 Total revenue $ 81,650 $ 64,381 $ 157,100 $ 142,652 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Black Scholes model for the Private Warrants | To estimate the fair value of the Private Warrants as of December 31, 2020 and June 30, 2021, the Company used a Black Scholes closed form model, which is a Level 3 fair value measurement. Significant inputs used in the Black Scholes model for the Private Warrants were as follows: December 31, 2020 & June 30, 2021 Expected volatility 16.00 % Expected term (in years) 3.97 Risk free interest rate 1.74 % Dividend yield 0.00 % Exercise Price $ 11.50 Fair value of Common Stock $ 8.05 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Expected volatility 44.06% - 44.61% 37.63% - 40.98% Expected term (in years) 6.0 6.0 Dividend yield 0.00% 0.00% Risk-free interest rate 0.70% - 1.00% 1.43% - 0.45% |
Summary of Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the periods ended June 30, 2021 and December 31, 2020 (in thousands): Balance at December 31, 2019 $ 822 Change in fair value of contingent consideration 98 Balance at December 31, 2020 $ 920 Private warrants 3,810 Change in fair value of Private Warrants (1,715 ) Change in fair value of contingent consideration 37 Balance at June 30, 2021 $ 3,052 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments for Operating and Capital Lease Obligations | For periods subsequent to June 30, 2021, future minimum payments for all operating and capital lease obligations that have initial non-cancelable lease terms exceeding one year, net of rental income from subleases are as follows (in thousands): June 30, Capital Leases Operating Leases 2021 (6 months) $ 1,119 $ 4,558 2022 1,346 8,736 2023 721 8,237 2024 7,133 2025 3,798 Thereafter 2,552 Total $ 3,186 $ 35,014 Less interest on lease obligations (259 ) 2,927 Less current portion (1,338 ) Non-current portion $ 1,589 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Long Term Debt [Abstract] | |
Summary of Components of Long-term Debt | The table below summarizes the components of the Company’s long-term debt (in thousands): June 30, 2021 December 31, 2020 First lien facility due 2022 $ - $ 289,000 Convertible debenture notes due 2024 218,876 214,541 2021 Credit Agreement due 2026 299,250 - Total debt 518,126 503,541 Less: unamortized original issue discount (16,470 ) (16,126 ) Less: unamortized debt issuance costs (1,935 ) (3,867 ) Total debt, net 499,721 483,548 Current portion of debt 3,000 17,000 Less: current portion of unamortized original issue discount - (4,312 ) Less: current portion of unamortized debt issuance costs - (1,740 ) Total current portion of debt, net 3,000 10,948 Total long term debt, net $ 496,721 $ 472,600 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Additional Information on Stock Option Grants And Vesting | The following table summarizes additional information on stock option grants and vesting (in thousands): 2019 Plan Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Total fair value of stock options granted $ 2,293 $ 8,766 Total fair value of options vested 252 - |
Schedule of Black Scholes model for the Private Warrants | To estimate the fair value of the Private Warrants as of December 31, 2020 and June 30, 2021, the Company used a Black Scholes closed form model, which is a Level 3 fair value measurement. Significant inputs used in the Black Scholes model for the Private Warrants were as follows: December 31, 2020 & June 30, 2021 Expected volatility 16.00 % Expected term (in years) 3.97 Risk free interest rate 1.74 % Dividend yield 0.00 % Exercise Price $ 11.50 Fair value of Common Stock $ 8.05 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Expected volatility 44.06% - 44.61% 37.63% - 40.98% Expected term (in years) 6.0 6.0 Dividend yield 0.00% 0.00% Risk-free interest rate 0.70% - 1.00% 1.43% - 0.45% |
Stock Based Compensation Expense Included In Consolidated Statements of Comprehensive Loss | Stock-based compensation expense is included in the Company’s Consolidated Statements of Comprehensive Loss within the following line items (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Cost of revenues $ 348 $ 326 $ 690 $ 681 General and administrative 410 261 806 491 Research and development 72 67 136 140 Sales and marketing 188 160 364 327 Total $ 1,018 $ 814 $ 1,996 $ 1,639 |
Restricted Stock Units [Member] | |
Schedule of RSUs Activity Under 2019 Plan | The following table summarizes the Company’s RSU activity: Description RSUs Outstanding Balance at December 31, 2020 1,290,432 Granted 434,538 Vested (103,622 ) Forfeited (81,656 ) Expired - Balance at June 30, 2021 1,539,692 |
2019 Plan [Member] | |
Schedule of Stock Option Activity Under 2019 Plan | The following table summarizes the Company’s stock option activity under the 2019 Plan: Description Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) Options Outstanding, December 31, 2020 4,260,753 $ 8.46 9.0 $ 54 Granted 1,277,771 8.02 Exercised (4,676 ) 8.00 Forfeited (285,592 ) 8.25 Expired (18,017 ) 8.00 Options Outstanding, June 30, 2021 5,230,239 $ 8.36 8.8 $ 5 Options Vested and Exercisable, June 30, 2021 1,330,862 $ 8.38 8.4 $ - Options Vested and Expected to Vest, June 30, 2021 5,230,239 $ 8.36 8.8 $ 5 (1) Aggregate intrinsic value represents the difference between the estimated fair value of the underlying Common Stock (as defined below) and the exercise price of outstanding in-the-money options. |
Schedule of Black Scholes model for the Private Warrants | The following table summarizes the assumptions used in the valuation models to determine the fair value of stock options granted to employees and non-employee directors: |
Organization, Business and Su_4
Organization, Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)LocationCountryDatacenterLabCustomer$ / shares | Jun. 30, 2020USD ($)Customer | Jun. 30, 2021USD ($)LocationCountryDatacenterLabSegmentCustomer$ / shares | Jun. 30, 2020USD ($)Customer | Dec. 31, 2020USD ($)$ / shares | |
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of countries | Country | 18 | 18 | |||
Number of data centers | Datacenter | 9 | 9 | |||
Number of data recovery labs | Lab | 18 | 18 | |||
Date of incorporation | Aug. 2, 2018 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of business segment | Segment | 1 | ||||
Depreciation expense | $ 2,700 | $ 4,300 | $ 5,600 | $ 8,500 | |
Impairment losses recognized | 0 | ||||
Amortization expense | 7,000 | 7,700 | $ 13,900 | 15,300 | |
Number of reporting unit | Segment | 1 | ||||
Cost Of Revenue [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Amortization expense | 2,300 | $ 3,000 | $ 4,400 | $ 5,900 | |
Internal-Use Software Development [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized software costs | $ 20,100 | $ 20,100 | $ 18,500 | ||
Consolidated Revenues [Member] | Customer Concentration Risk [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers representing more than 10% of consolidated revenues or accounts receivable | Customer | 0 | 0 | 0 | 0 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers representing more than 10% of consolidated revenues or accounts receivable | Customer | 0 | 0 | 0 | 0 | |
Minimum [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of locations | Location | 33 | 33 | |||
Minimum [Member] | Internal-Use Software Development [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 3 years | ||||
Maximum [Member] | Internal-Use Software Development [Member] | |||||
Organization Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life | 5 years |
Organization, Business and Su_5
Organization, Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 6 Months Ended |
Jun. 30, 2021 | |
Computer software and hardware | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer software and hardware | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | Shorter of lease term or useful life |
Furniture, fixtures and other equipment | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture, fixtures and other equipment | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Organization, Business and Su_6
Organization, Business and Summary of Significant Accounting Policies - Summary of Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 81,650 | $ 64,381 | $ 157,100 | $ 142,652 |
eDiscovery Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 50,800 | 45,402 | 98,954 | 99,035 |
Managed Review [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 19,904 | 9,706 | 35,484 | 22,832 |
Legal Technology Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 70,704 | 55,108 | 134,438 | 121,867 |
Data Recovery [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 10,946 | $ 9,273 | $ 22,662 | $ 20,785 |
Correction of an Immaterial E_2
Correction of an Immaterial Error - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | |
Reclassification [Line Items] | |||
Expense (Income) related to fair value adjustment of warrants liabilities | $ 254 | $ (1,715) | |
Warrants (See Note 2) | $ (3,810) | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Reclassification [Line Items] | |||
Increase in warrant liabilities | 1,800 | ||
Warrants (See Note 2) | 3,800 | ||
Private Warrants [Member] | |||
Reclassification [Line Items] | |||
Increase in warrant liabilities | 3,810 | ||
Private Warrants [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Reclassification [Line Items] | |||
Expense (Income) related to fair value adjustment of warrants liabilities | $ (2,000) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of future expected acquisition-related contingent consideration obligations | $ 1 | $ 0.9 | |
Fair value of warrants | $ 2.1 | ||
Warrants, expected term | 5 years | ||
Exercise price | $ 11.50 | ||
Liability [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants outstanding | 6,350,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Black Scholes model for the Private Warrants (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Fair Value Disclosures [Abstract] | |
Expected volatility | 16.00% |
Expected term (in years) | 3 years 11 months 19 days |
Risk free interest rate | 1.74% |
Dividend yield | 0.00% |
Exercise Price | $ 11.50 |
Fair value of Common Stock | $ 8.05 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning | $ 920 | $ 822 | |
Change in fair value of contingent consideration | 37 | 98 | |
Balance at ending | $ 3,052 | 3,052 | $ 920 |
Change in fair value of Private Warrants | $ 254 | (1,715) | |
Private Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Increase in warrant liabilities | $ 3,810 |
Leasing Arrangements - Addition
Leasing Arrangements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating and capital lease agreements lease expiring year | 2028 | |||
Rent expense | $ 2.9 | $ 3.7 | $ 5.8 | $ 7.5 |
Leasing Arrangements - Schedule
Leasing Arrangements - Schedule of Future Minimum Payments for Operating and Capital Lease Obligations (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Capital Leases | |
2021 (6 months) | $ 1,119 |
2022 | 1,346 |
2023 | 721 |
Total | 3,186 |
Less interest on lease obligations | (259) |
Net amount | 2,927 |
Less current portion | (1,338) |
Non-current portion | 1,589 |
Operating Leases | |
2021 (6 months) | 4,558 |
2022 | 8,736 |
2023 | 8,237 |
2024 | 7,133 |
2025 | 3,798 |
Thereafter | 2,552 |
Total | $ 35,014 |
Long Term Debt - Summary of Com
Long Term Debt - Summary of Components of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 518,126 | $ 503,541 |
Less: unamortized original issue discount | (16,470) | (16,126) |
Less: unamortized debt issuance costs | (1,935) | (3,867) |
Total debt, net | 499,721 | 483,548 |
Current portion of debt | 3,000 | 17,000 |
Less: current portion of unamortized original issue discount | (4,312) | |
Less: current portion of unamortized debt issuance costs | (1,740) | |
Total current portion of debt, net | 3,000 | 10,948 |
Long-term debt, net | 496,721 | 472,600 |
First Lien Facility Due 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 289,000 | |
Convertible Debenture Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Total debt | 218,876 | $ 214,541 |
2021 Credit Agreement Due 2026 | ||
Debt Instrument [Line Items] | ||
Total debt | $ 299,250 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) - USD ($) | Feb. 08, 2021 | Dec. 19, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 09, 2016 |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ (7,257,000) | ||||
Total debt | $ 518,126,000 | $ 503,541,000 | |||
First Lien Facility | |||||
Debt Instrument [Line Items] | |||||
Initial term loan borrowing | $ 340,000,000 | ||||
Term loan maturity date | Dec. 9, 2022 | ||||
Second Lien Facility | |||||
Debt Instrument [Line Items] | |||||
Initial term loan borrowing | $ 125,000,000 | ||||
Term loan maturity date | Dec. 9, 2023 | ||||
Convertible Debentures Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 200,000,000 | ||||
Term loan maturity date | Dec. 19, 2024 | ||||
Debt interest rate | 8.00% | ||||
Total debt | $ 218,876,000 | $ 214,541,000 | |||
Debt interest rate in cash | 4.00% | ||||
Debt interest rate in kind | 4.00% | ||||
Debt periodic payment | and bear interest at an annual rate of 4.00% in cash, payable quarterly, and 4.00% in kind, accrued quarterly, on the last business day of March, June, September and December. | ||||
Percentage of amount will add to principal amount | 3.00% | ||||
Principal amount of debt redeemed | 100.00% | ||||
Debt conversion price per share | $ 18 | ||||
Percentage of principal amount paid in event of default | 25.00% | ||||
Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Floor interest rate | 1.00% | ||||
Revolving Credit Facility [Member] | 2016 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 30,000,000 | ||||
Loan maturing date | Jun. 9, 2022 | ||||
Loss on debt extinguishment | $ (7,200,000) | ||||
Letter of Credit [Member] | 2021 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | 600,000 | ||||
Revolving Credit Loans [Member] | 2021 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Available borrowing capacity | $ 39,400,000 | ||||
2021 Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt principal amount | $ 300,000,000 | ||||
Delayed draw term loans | $ 50,000,000 | ||||
Debt instrument, maturity description | The Initial Term Loans, Delayed Draw Term Loans and Revolving Credit Loans are each scheduled to mature on the earlier of February 16, 2026 or six months prior to maturity of our Debentures (as defined below) due in December 2024. The Initial Term Loans and Delayed Draw Term Loans may be voluntarily repaid at any time, but may be subject to a prepayment premium. The Initial Term Loans and Delayed Draw Term Loans are required to be repaid under certain circumstances, including with Excess Cash Flow (as defined in the 2021 Credit Agreement), the proceeds of an Asset Sale or Casualty Event (each as defined in the 2021 Credit Agreement) and the proceeds of certain refinancing indebtedness. | ||||
2021 Credit Agreement [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, net leverage ratio | 7 | ||||
2021 Credit Agreement [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, net leverage ratio | 1 | ||||
2021 Credit Agreement [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loans amortize rate | 1.00% | ||||
Quarterly installment | $ 800,000 | ||||
2021 Credit Agreement [Member] | Adjusted Eurocurrency Rate [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 6.50% | ||||
2021 Credit Agreement [Member] | Base Rate [Member] | Term Loans and Delayed Draw Term Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 5.50% | ||||
2021 Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | $ 40,000,000 | ||||
2021 Credit Agreement [Member] | Revolving Credit Facility [Member] | Adjusted Eurocurrency Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 4.00% | ||||
2021 Credit Agreement [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan variable interest rate | 3.00% | ||||
2021 Credit Agreement [Member] | Letter of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | $ 10,000,000 | ||||
2021 Credit Agreement [Member] | Revolving Credit Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit loans | $ 40,000,000 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Stock-based compensation | $ 1,996,000 | $ 1,639,000 | |||
Restricted Stock Units [Member] | Non Employee Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 200,000 | $ 200,000 | $ 400,000 | $ 400,000 | |
Options granted | 90,324 | ||||
Restricted Stock Units [Member] | Maximum [Member] | Non Employee Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Restricted Stock Units [Member] | Minimum [Member] | Non Employee Director [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2019 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of share increase | 5.00% | ||||
Common stock options authorized under plan | 9,626,451 | 9,626,451 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Common stock options available for issuance | 4,396,212 | 4,396,212 | |||
Options granted | 1,277,771 | ||||
2019 Plan [Member] | Time Based Vesting Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Weighted average fair value granted | $ 1.79 | $ 2.21 | |||
Stock-based compensation | $ 1,000,000 | 800,000 | $ 2,000,000 | $ 1,600,000 | |
Unrecognized stock-based compensation expense | 6,000,000 | $ 6,000,000 | |||
Unrecognized stock-based compensation expense, period | 1 year 10 months 2 days | ||||
2019 Plan [Member] | Time Based Vesting Stock Option [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
2019 Plan [Member] | Restricted Stock Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Stock Option Activity Under 2019 Plan (Detail) - 2019 Plan [Member] $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options outstanding, beginning balance | shares | 4,260,753 | |||
Options granted | shares | 1,277,771 | |||
Exercised | shares | (4,676) | |||
Options forfeited | shares | (285,592) | |||
Options expired | shares | (18,017) | |||
Options outstanding, ending balance | shares | 5,230,239 | 4,260,753 | ||
Options Vested and Exercisable, June 30, 2021 | shares | 1,330,862 | |||
Options Vested and Expected to Vest, June 30, 2021 | shares | 5,230,239 | |||
Weighted average exercise price, beginning balance | $ / shares | $ 8.46 | |||
Weighted average exercise price, granted | $ / shares | 8.02 | |||
Exercised | $ / shares | 8 | |||
Weighted average exercise price, forfeited | $ / shares | 8.25 | |||
Weighted average exercise price, expired | $ / shares | 8 | |||
Weighted average exercise price, ending balance | $ / shares | 8.36 | $ 8.46 | ||
Options Vested and Exercisable, June 30, 2021 | $ / shares | 8.38 | |||
Options Vested and Expected to Vest, June 30, 2021 | $ / shares | $ 8.36 | |||
Weighted average remaining contractual term, balance | 8 years 9 months 18 days | 9 years | ||
Options Vested and Exercisable, June 30, 2021 | 8 years 4 months 24 days | |||
Options Vested and Expected to Vest, June 30, 2021 | 8 years 9 months 18 days | |||
Aggregate intrinsic value, beginning balance | $ | $ 5 | [1] | $ 54 | [1] |
Options Vested and Expected to Vest, June 30, 2021 | $ | $ 5 | [1] | ||
[1] | Aggregate intrinsic value represents the difference between the estimated fair value of the underlying Common Stock (as defined below) and the exercise price of outstanding in-the-money options. |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of Additional Information on Stock Option Grants And Vesting (Detail) - 2019 Plan [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total fair value of stock options granted | $ 2,293 | $ 8,766 |
Total fair value of options vested | $ 252 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Valuation Models of Fair Value of Stock Options Granted To Employees and Non-Employees Under 2019 Plan (Detail) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 16.00% | ||
Expected term (in years) | 3 years 11 months 19 days | ||
Dividend yield | 0.00% | ||
Risk free interest rate | 1.74% | ||
2019 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years | |
Dividend yield | 0.00% | 0.00% | |
2019 Plan [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 44.06% | 37.63% | |
Risk free interest rate | 0.70% | 1.43% | |
2019 Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 44.61% | 40.98% | |
Risk free interest rate | 1.00% | 0.45% |
Equity Incentive Plan - Stock B
Equity Incentive Plan - Stock Based Compensation Expense Included In Consolidated Statements of Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,018 | $ 814 | $ 1,996 | $ 1,639 |
Cost Of Revenue [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 348 | 326 | 690 | 681 |
General and administrative [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 410 | 261 | 806 | 491 |
Research and development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 72 | 67 | 136 | 140 |
Sales and Marketing [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 188 | $ 160 | $ 364 | $ 327 |
Equity Incentive Plan - Sched_3
Equity Incentive Plan - Schedule of RSUs Activity Under 2019 Plan (Detail) - 2019 Plan [Member] - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | 1,290,432 |
Granted | 434,538 |
Vested | 103,622 |
Forfeited | (81,656) |
Ending balance | 1,539,692 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, per share | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one vote for each share | |
Exercise price | $ 11.50 | |
Pivotal Acquisition Corp. [Member] | ||
Class Of Stock [Line Items] | ||
Description of warrants | Each Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share. Private Warrants held by the initial purchaser of the Private Warrant or certain permitted transferees may be exercised on a cashless basis. The Warrants will expire on December 19, 2024 or earlier upon redemption or liquidation. | |
Exercise price | $ 11.50 | |
Warrants expiration date | Dec. 19, 2024 | |
Sale price of common stock | $ 18 | |
Number of business days | 3 days | |
Pivotal Acquisition Corp. [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Number of trading days | 20 days | |
Pivotal Acquisition Corp. [Member] | Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Number of trading days | 30 days | |
Pivotal Acquisition Corp. [Member] | Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Number of securities eligible for each warrant | 1 | |
Pivotal Acquisition Holdings LLC [Member] | ||
Class Of Stock [Line Items] | ||
Recapitalization transaction (in shares) | 550,000 | |
Number of consecutive trading days | 20 days | |
Reverse merger transaction, sale of common stock description | On the Closing Date, in connection with the consummation of the Business Combination, 550,000 shares of Common Stock held by Pivotal Acquisition Holdings LLC were subjected to an additional lockup that will be released only if the last reported sale price of the Common Stock equals or exceeds $15.00 for a period of 20 consecutive trading days during the five-year period following the Closing Date. If the last reported sale price of Common Stock does not equal or exceed $15.00 within five years from the Closing Date, such shares of Common Stock will be forfeited to the Company for no consideration. These shares are reported as outstanding in the Company’s financial statements. | |
Closing stock price period | 5 years | |
Forfeited amount | $ 0 | |
Pivotal Acquisition Holdings LLC [Member] | Minimum [Member] | ||
Class Of Stock [Line Items] | ||
Closing sale price of company's common stock | $ 15 | |
Pivotal Acquisition Holdings LLC [Member] | Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Closing sale price of company's common stock | $ 15 | |
Public Warrants [Member] | Pivotal Acquisition Corp. [Member] | ||
Class Of Stock [Line Items] | ||
Warrants outstanding | 23,000,000 | |
Exercise price | $ 0.01 | |
Public Warrants [Member] | Pivotal Acquisition Corp. [Member] | Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Minimum prior written notice period | 30 days | |
Private Warrants [Member] | Pivotal Acquisition Corp. [Member] | ||
Class Of Stock [Line Items] | ||
Warrants outstanding | 6,350,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 256 | $ 368 | $ 872 | $ 574 |
Effective tax rate | (3.50%) | (2.80%) | (3.90%) | (2.20%) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($)LetterofCredit | Dec. 31, 2020shares | Dec. 31, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||||
Number of letters of credit | LetterofCredit | 2 | |||
Letters of credit as additional security for lease guarantees | $ | $ 0.6 | |||
Percentage of taxable income offset by NOL carryforwards and carrybacks | 100.00% | |||
Net operating loss carrybacks, period | 5 years | |||
Tax-deductible interest, base percentage | 50.00% | 50.00% | 30.00% | |
Salary Exchange Program [Member] | Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Percentage of salary exchange program for award | 2.00% | |||
Salary Exchange Program [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Percentage of salary exchange program for award | 20.00% | |||
Salary Exchange Program [Member] | Employee Stock Options [Member] | ||||
Loss Contingencies [Line Items] | ||||
Options granted | 417,673 | |||
Salary Exchange Program [Member] | Restricted Stock Units [Member] | ||||
Loss Contingencies [Line Items] | ||||
Granted | 211,207 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Interest expense, related party | $ 3.2 | $ 2.8 | ||
MGG Investment Group [Member] | Debentures [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument outstanding | $ 109.4 | $ 109.4 | ||
Interest expense, related party | $ 6.4 | $ 5.8 |