Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40812 | |
Entity Registrant Name | THOUGHTWORKS HOLDING, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2668392 | |
Entity Address, Address Line One | 200 East Randolph Street, 25th Floor | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601 | |
City Area Code | 312 | |
Local Phone Number | 373-1000 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | TWKS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 314,838,787 | |
Entity Central Index Key | 0001866550 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 184,544 | $ 368,209 |
Trade receivables, net of allowance of $11,734 and $8,916, respectively | 145,686 | 145,874 |
Unbilled receivables | 172,766 | 104,057 |
Prepaid expenses and other current assets | 33,438 | 60,799 |
Total current assets | 536,434 | 678,939 |
Property and equipment, net | 37,656 | 34,500 |
Right-of-use assets | 38,168 | 0 |
Intangibles and other assets: | ||
Goodwill | 394,398 | 346,719 |
Trademark | 273,000 | 273,000 |
Customer relationships, net | 123,962 | 125,867 |
Other non-current assets | 30,401 | 25,125 |
Total assets | 1,434,019 | 1,484,150 |
Current liabilities: | ||
Accounts payable | 4,799 | 4,773 |
Long-term debt - current | 7,150 | 7,150 |
Income taxes payable | 31,408 | 15,693 |
Accrued compensation | 113,120 | 87,059 |
Deferred revenue | 2,352 | 13,807 |
Value-added tax and sales tax payable | 1,826 | 7,954 |
Accrued expenses | 27,500 | 44,094 |
Lease liabilities, current | 15,076 | 0 |
Total current liabilities | 203,231 | 180,530 |
Lease liabilities, non-current | 25,888 | 0 |
Long-term debt, less current portion | 393,492 | 497,380 |
Deferred tax liabilities | 61,424 | 78,944 |
Other long-term liabilities | 20,326 | 18,805 |
Total liabilities | 704,361 | 775,659 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.001 par value; 100,000,000 shares authorized, zero issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 365,376,105 and 356,117,752 issued, 314,733,382 and 305,132,181 outstanding at September 30, 2022 and December 31, 2021, respectively | 365 | 356 |
Treasury stock, 50,642,723 and 50,985,571 shares at September 30, 2022 and December 31, 2021, respectively | (625,155) | (629,424) |
Additional paid-in capital | 1,572,038 | 1,390,630 |
Accumulated other comprehensive loss | (53,254) | (10,863) |
Retained deficit | (164,336) | (42,208) |
Total stockholders' equity | 729,658 | 708,491 |
Total liabilities and stockholders' equity | $ 1,434,019 | $ 1,484,150 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowances | $ 11,734 | $ 8,916 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 365,376,105 | 356,117,752 |
Common stock, shares outstanding (in shares) | 314,733,382 | 305,132,181 |
Treasury stock (in shares) | 50,642,723 | 50,985,571 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 332,447 | $ 285,051 | $ 985,494 | $ 783,145 |
Operating expenses: | ||||
Cost of revenues | 236,007 | 183,945 | 739,097 | 471,047 |
Selling, general and administrative expenses | 89,559 | 113,019 | 297,587 | 248,366 |
Depreciation and amortization | 5,303 | 4,173 | 15,364 | 13,007 |
Total operating expenses | 330,869 | 301,137 | 1,052,048 | 732,420 |
Income (loss) from operations | 1,578 | (16,086) | (66,554) | 50,725 |
Other (expense) income: | ||||
Interest expense | (5,871) | (6,734) | (15,502) | (20,316) |
Net realized and unrealized foreign currency loss | (13,127) | (1,934) | (21,614) | (3,608) |
Other income (expense), net | 2,056 | 162 | 1,731 | 306 |
Total other (expense) income | (16,942) | (8,506) | (35,385) | (23,618) |
(Loss) income before income taxes | (15,364) | (24,592) | (101,939) | 27,107 |
Income tax expense | 16,027 | 643 | 19,348 | 15,605 |
Net (loss) income | (31,391) | (25,235) | (121,287) | 11,502 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (18,110) | (7,109) | (42,391) | (9,002) |
Comprehensive (loss) income | $ (49,501) | $ (32,344) | $ (163,678) | $ 2,500 |
Net loss per common share: | ||||
Basic (loss) earnings per common share (in USD per share) | $ (0.10) | $ (0.10) | $ (0.39) | $ (0.20) |
Diluted (loss) earnings per common share (in USD per share) | $ (0.10) | $ (0.10) | $ (0.39) | $ (0.20) |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding, basic (in shares) | 311,621,233 | 241,351,052 | 309,481,860 | 237,121,811 |
Weighted average shares outstanding, diluted (in shares) | 311,621,233 | 241,351,052 | 309,481,860 | 237,121,811 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Treasury | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2020 | 23,493,546 | |||||||
Beginning balance at Dec. 31, 2020 | $ 322,800 | |||||||
Redeemable, Convertible Preferred Stock | ||||||||
Issuance of Redeemable Convertible Preferred Stock, net of issuance costs (in shares) | 27,765,084 | |||||||
Issuance of Redeemable Convertible Preferred Stock, net of issuance costs | $ 380,994 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 51,258,630 | |||||||
Ending balance at Mar. 31, 2021 | $ 703,794 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 278,322,716 | 572,711 | ||||||
Beginning balance at Dec. 31, 2020 | 484,712 | $ 279 | $ (1,608) | $ 381,172 | $ (1,589) | $ 106,458 | ||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 18,585 | 18,585 | ||||||
Other comprehensive income (loss), net of tax | (3,968) | (3,968) | ||||||
Issuance of common stock on exercise of options (in shares) | 27,184 | |||||||
Issuance of common stock on exercise of options | 62 | 62 | ||||||
Issuance of common stock (in shares) | 133,313 | |||||||
Issuance of common stock | 1,873 | 1,873 | ||||||
Other | (104) | (104) | ||||||
Tender offer (in shares) | (50,412,860) | 50,412,860 | ||||||
Tender offer | (717,429) | $ (627,816) | (10,391) | (79,222) | ||||
Stock-based compensation expense | 1,874 | 1,874 | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 228,070,353 | 50,985,571 | ||||||
Ending balance at Mar. 31, 2021 | $ (214,395) | $ 279 | $ (629,424) | 374,486 | (5,557) | 45,821 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 23,493,546 | |||||||
Beginning balance at Dec. 31, 2020 | $ 322,800 | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 278,322,716 | 572,711 | ||||||
Beginning balance at Dec. 31, 2020 | 484,712 | $ 279 | $ (1,608) | 381,172 | (1,589) | 106,458 | ||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 11,502 | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 305,117,043 | 50,985,571 | ||||||
Ending balance at Sep. 30, 2021 | $ 669,333 | $ 356 | $ (629,424) | 1,316,075 | (10,591) | (7,083) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 23,493,546 | |||||||
Beginning balance at Dec. 31, 2020 | $ 322,800 | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 278,322,716 | 572,711 | ||||||
Beginning balance at Dec. 31, 2020 | $ 484,712 | $ 279 | $ (1,608) | 381,172 | (1,589) | 106,458 | ||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 [Member] | |||||||
Ending balance (in shares) at Dec. 31, 2021 | 305,132,181 | 50,985,571 | ||||||
Ending balance at Dec. 31, 2021 | $ 708,491 | $ (841) | $ 356 | $ (629,424) | 1,390,630 | (10,863) | (42,208) | $ (841) |
Beginning balance (in shares) at Mar. 31, 2021 | 51,258,630 | |||||||
Beginning balance at Mar. 31, 2021 | $ 703,794 | |||||||
Redeemable, Convertible Preferred Stock | ||||||||
Issuance of Redeemable Convertible Preferred Stock, net of issuance costs (in shares) | 8,231,328 | |||||||
Issuance of Redeemable Convertible Preferred Stock, net of issuance costs | $ 122,228 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 59,489,958 | |||||||
Ending balance at Jun. 30, 2021 | $ 826,022 | |||||||
Beginning balance (in shares) at Mar. 31, 2021 | 228,070,353 | 50,985,571 | ||||||
Beginning balance at Mar. 31, 2021 | (214,395) | $ 279 | $ (629,424) | 374,486 | (5,557) | 45,821 | ||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 18,152 | 18,152 | ||||||
Other comprehensive income (loss), net of tax | 2,075 | 2,075 | ||||||
Issuance of common stock on exercise of options (in shares) | 10,297 | |||||||
Issuance of common stock on exercise of options | 24 | 24 | ||||||
Dividends | (325,012) | (279,191) | (45,821) | |||||
Other | 104 | 104 | ||||||
Stock-based compensation expense | 8,362 | 8,362 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 228,080,650 | 50,985,571 | ||||||
Ending balance at Jun. 30, 2021 | $ (510,690) | $ 279 | $ (629,424) | 103,785 | (3,482) | 18,152 | ||
Redeemable, Convertible Preferred Stock | ||||||||
Conversion of redeemable convertible preferred stock on exercise of options (in shares) | (59,489,958) | |||||||
Conversion of redeemable convertible preferred stock to common stock | $ (826,022) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||
Ending balance at Sep. 30, 2021 | $ 0 | |||||||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (25,235) | (25,235) | ||||||
Other comprehensive income (loss), net of tax | (7,109) | (7,109) | ||||||
Issuance of common stock (in shares) | 16,429,964 | |||||||
Issuance of common stock | 314,716 | $ 16 | 314,700 | |||||
Stock issued during period, value, conversion of convertible securities | 826,022 | $ 60 | 825,962 | |||||
Common stock issued upon conversion of convertible securities (in shares) | 59,489,958 | |||||||
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares) | 1,116,471 | |||||||
Issuance of common stock for equity incentive awards, net of withholding taxes | (971) | $ 1 | (972) | |||||
Stock-based compensation expense | 72,600 | 72,600 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 305,117,043 | 50,985,571 | ||||||
Ending balance at Sep. 30, 2021 | $ 669,333 | $ 356 | $ (629,424) | 1,316,075 | (10,591) | (7,083) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||||
Ending balance at Mar. 31, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 305,132,181 | 50,985,571 | ||||||
Beginning balance at Dec. 31, 2021 | 708,491 | (841) | $ 356 | $ (629,424) | 1,390,630 | (10,863) | (42,208) | (841) |
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (59,904) | (59,904) | ||||||
Other comprehensive income (loss), net of tax | (5,679) | (5,679) | ||||||
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares) | 4,736,820 | |||||||
Issuance of common stock for equity incentive awards, net of withholding taxes | (28,042) | $ 5 | (28,047) | |||||
Reissuance of treasury shares for equity incentive awards (in shares) | 155,806 | (155,806) | ||||||
Reissuance of treasury shares for equity incentive awards | 144 | $ 1,940 | (1,796) | |||||
Stock-based compensation expense | 120,737 | 120,737 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 310,024,807 | 50,829,765 | ||||||
Ending balance at Mar. 31, 2022 | $ 734,906 | $ 361 | $ (627,484) | 1,481,524 | (16,542) | (102,953) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 305,132,181 | 50,985,571 | ||||||
Beginning balance at Dec. 31, 2021 | 708,491 | (841) | $ 356 | $ (629,424) | 1,390,630 | (10,863) | (42,208) | $ (841) |
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | $ (121,287) | |||||||
Issuance of common stock on exercise of options (in shares) | 1,902,174 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 314,733,382 | 50,642,723 | ||||||
Ending balance at Sep. 30, 2022 | $ 729,658 | $ 365 | $ (625,155) | 1,572,038 | (53,254) | (164,336) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||||
Beginning balance at Mar. 31, 2022 | $ 0 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 310,024,807 | 50,829,765 | ||||||
Beginning balance at Mar. 31, 2022 | 734,906 | $ 361 | $ (627,484) | 1,481,524 | (16,542) | (102,953) | ||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (29,992) | (29,992) | ||||||
Other comprehensive income (loss), net of tax | (18,602) | (18,602) | ||||||
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares) | 888,186 | |||||||
Issuance of common stock for equity incentive awards, net of withholding taxes | 2,443 | $ 1 | 2,442 | |||||
Reissuance of treasury shares for equity incentive awards (in shares) | 51,311 | (51,311) | ||||||
Reissuance of treasury shares for equity incentive awards | 143 | $ 639 | (496) | |||||
Stock-based compensation expense | $ 54,948 | 54,948 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 310,964,304 | 50,778,454 | ||||||
Ending balance at Jun. 30, 2022 | $ 743,846 | $ 362 | $ (626,845) | 1,538,418 | (35,144) | (132,945) | ||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (31,391) | (31,391) | ||||||
Other comprehensive income (loss), net of tax | (18,110) | (18,110) | ||||||
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares) | 3,633,347 | |||||||
Issuance of common stock for equity incentive awards, net of withholding taxes | (13,632) | $ 3 | (13,635) | |||||
Reissuance of treasury shares for equity incentive awards (in shares) | 135,731 | (135,731) | ||||||
Reissuance of treasury shares for equity incentive awards | 149 | $ 1,690 | (1,541) | |||||
Stock-based compensation expense | 48,796 | 48,796 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 314,733,382 | 50,642,723 | ||||||
Ending balance at Sep. 30, 2022 | $ 729,658 | $ 365 | $ (625,155) | $ 1,572,038 | $ (53,254) | $ (164,336) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||
Redeemable, convertible preferred stock, issuance costs | $ 2.8 | $ 9 | |
Stock issuance costs | $ 30.3 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (121,287) | $ 11,502 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 25,561 | 21,702 |
Bad debt expense (recovery) | 2,447 | (611) |
Deferred income tax benefit | (24,087) | (12,209) |
Stock-based compensation expense | 224,481 | 82,836 |
Unrealized foreign currency exchange losses | 24,953 | 3,912 |
Non-cash lease expense on right-of-use assets | 13,807 | 0 |
Other operating activities, net | (546) | 1,360 |
Changes in operating assets and liabilities: | ||
Trade receivables | (10,803) | (3,960) |
Unbilled receivables | (78,445) | (39,670) |
Prepaid expenses and other assets | (4,856) | (29,147) |
Lease liabilities | (11,842) | 0 |
Accounts payable | (177) | 1,602 |
Accrued expenses and other liabilities | 17,135 | 58,182 |
Net cash provided by operating activities | 56,341 | 95,499 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (19,672) | (21,504) |
Proceeds from disposal of fixed assets | 437 | 375 |
Acquisitions, net of cash acquired | (70,011) | (44,759) |
Net cash used in investing activities | (89,246) | (65,888) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of issuance costs and underwriting discounts | 0 | 314,716 |
Proceeds from issuance of common stock | 0 | 1,873 |
Payments of obligations of long-term debt | (105,363) | (234,921) |
Payments of debt issuance costs | 0 | (7,098) |
Proceeds from borrowings on long-term debt | 0 | 401,285 |
Proceeds from issuance of common stock on exercise of options, net of employee tax withholding | 5,651 | (885) |
Shares and options purchased under tender offer | 0 | (701,960) |
Dividends paid | 0 | (315,003) |
Withholding taxes paid on tender offer | (15,469) | 0 |
Withholding taxes paid on dividends previously declared | (10,009) | 0 |
Withholding taxes paid related to net share settlement of equity awards | (33,017) | 0 |
Other financing activities, net | (6) | 1,317 |
Net cash used in financing activities | (158,213) | (37,454) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (18,032) | (3,394) |
Net decrease in cash, cash equivalents and restricted cash | (209,150) | (11,237) |
Cash, cash equivalents and restricted cash at beginning of the period | 394,942 | 492,199 |
Cash, cash equivalents and restricted cash at end of the period | 185,792 | 480,962 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 14,486 | 18,736 |
Income taxes paid | 22,830 | 21,307 |
Supplemental disclosures of non-cash financing activities: | ||
Withholding taxes payable included within accrued expenses | 0 | 34,539 |
Withholding taxes payable included within accrued compensation | 11,534 | 0 |
Option costs receivable included within prepaid expenses and other current assets | 105 | 0 |
Conversion of convertible preferred stock to common stock | 0 | 826,022 |
Net settlement on exercise of shares | 0 | 3,611 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 184,544 | 452,810 |
Restricted cash included in other current assets | 0 | 26,827 |
Restricted cash included in other non-current assets | 1,248 | 1,325 |
Total cash, cash equivalents and restricted cash | 185,792 | 480,962 |
Series A, Redeemable Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible stock, net of issuance costs | 0 | 380,994 |
Series B, Redeemable Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible stock, net of issuance costs | $ 0 | $ 122,228 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Summary of Significant Accounting Policies | Business and Summary of Significant Accounting Policies Thoughtworks Holding, Inc. (together with its subsidiaries, the “Company”) develops, implements, and services complex enterprise application software, and provides business technology consulting. The Company conducts business in Australia, Brazil, Canada, Chile, China, Ecuador, Finland, Germany, Hong Kong, India, Italy, the Netherlands, Romania, Singapore, Spain, Thailand, the United Kingdom and the United States. Thoughtworks Holding, Inc. is the ultimate parent holding company of Thoughtworks, Inc. among other subsidiaries. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Thoughtworks Holding, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2021 Annual Report. Certain amounts in the prior period consolidated financial statements and notes have been reclassified to conform to the 2022 presentation. These reclassifications had no effect on results of operations previously reported. Preparation of Financial Statements and Use of Estimates The preparation of these condensed consolidated financial statements is in conformity with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, valuation and impairment of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. The Company bases its estimates on current expectations and historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates, and such differences may be material to the condensed consolidated financial statements in the future. Operating results for interim periods are not necessarily indicative of results that may be expected to occur for the entire year. In management’s opinion, all adjustments considered necessary for a fair presentation of the accompanying unaudited condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. Restricted Cash Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. The Company has restricted cash held on deposit at various financial institutions. The amounts are held to secure bank guarantees of amounts related to government requirements and as collateral for a corporate credit card. Business Combinations The Company accounts for business combinations using the acquisition method of accounting which requires it to allocate the fair value of purchase consideration to the assets acquired and liabilities assumed based on the estimated fair values at the acquisition date. The fair value of the net assets acquired for the business is determined utilizing expectations and assumptions believed reasonable by management. The excess of the purchase consideration transferred over the fair values of assets acquired and liabilities assumed is recorded as goodwill. As additional information is obtained about the assets and liabilities of the acquisition during the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed with an offset to goodwill. After the measurement period, any adjustments are recorded in the condensed consolidated statements of (loss) income and comprehensive (loss) income. Acquisition costs are expensed as incurred. Some business combinations may include a contingent consideration agreement. The Company determines the fair value of the contingent consideration liability using a Monte Carlo Simulation. The liability is remeasured to fair value at each reporting date with adjustments recorded within other income (expense), net in the condensed consolidated statements of (loss) income and comprehensive (loss) income. Government Assistance The Company has historically received government subsidies in the form of cash in China and Singapore related to expenses such as rent, wages, training benefits and taxes. The subsidies are recorded against the related expense within selling, general and administrative ("SG&A") expense or cost of revenues in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The Company recorded an immaterial amount for the three and nine months ended September 30, 2022. Allowance for Credit Losses The Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) in the first quarter of 2022. See “—Recently Adopted Accounting Standards” below for further discussion. The Company is exposed to credit risk primarily through trade receivables and unbilled receivables. Activity related to the Company’s allowance for credit losses is as follows (in thousands): Nine Months Ended September 30, 2022 Allowance for credit losses, beginning balance $ (8,916) Impact of accounting standard adoption (841) Current provision for expected credit losses (2,447) Write-offs charged against allowance 114 Recoveries of amounts previously written off — Changes due to exchange rates 356 Allowance for credit losses, ending balance $ (11,734) Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which amends existing accounting standards for lease accounting and requires lessees to recognize virtually all leases on the balance sheet by recording a right-of-use asset and a lease liability (for other than short term leases). The Company early adopted the standard effective January 1, 2022. The Company elected the modified retrospective transition method, and as a result, the Company did not adjust its comparative period financial information or make the new required lease disclosures for periods before the date of adoption. The Company elected to use the package of practical expedients, which permits the Company to not reassess: (i) whether a contract is or contains a lease, (ii) lease classification, and (iii) initial direct costs resulting from the lease. The Company did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The Company is electing not to apply the recognition requirements to short-term leases of 12 months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The Company also elected the option to combine lease and non-lease components as a single component for the Company's entire population of lease assets. Upon adoption, the Company recorded $40.9 million of right-of-use assets ("ROU") and $43.7 million of lease liabilities. Refer to Note 7, Leases , for further discussion. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts, or a current expected credit loss (“CECL”) model. For trade receivables, loans, and other financial instruments, companies are required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. In November 2019, the FASB issued ASU 2019-10 which delayed the effective date for the CECL standard. The guidance and related amendments are effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company early adopted the accounting standard by recording a cumulative effect adjustment to retained earnings as of January 1, 2022 using a modified retrospective approach. The adoption mainly impacts trade receivables and unbilled receivables. The Company analyzed its historical credit loss experience and considered current conditions and reasonable forecasts in developing the expected credit loss rates. The adoption of this new standard did not have a material impact on the Company's condensed consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities About Government Assistance (Topic 832), which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance. The guidance is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the ASU’s provisions either (1) prospectively to all transactions within the scope of Accounting Standards Codification ("ASC") 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. The Company adopted the standard on January 1, 2022 on a prospective basis. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The optional amendments are effective as of March 12, 2020 through December 31, 2022, and upon adoption may be applied prospectively through December 31, 2022. The Company is currently assessing the impact of this ASU on the condensed consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2023. In October 2021, the FASB issued ASU 2021-08, which amends ASC 805 to require acquiring entities to apply ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to recognize and measure contract assets and contract liabilities in a business combination. The guidance is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities should apply the ASU’s provisions prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently assessing the impact of this ASU on the condensed consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2023. Concentration of Credit Risk and Other Risks and Uncertainties Revenue generated from the Company's operations outside of the United States for the three months ended September 30, 2022 and 2021 was approximately 62% and 66%, respectively, and approximately 63% and 65% for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, approximately 70% and 73%, respectively, of trade receivables and unbilled receivables was due from customers located outside the United States. At September 30, 2022 and December 31, 2021, the Company had net property and equipment of $28.6 million and $26.6 million, respectively, outside the United States. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company disaggregates revenues from contracts with customers by geographic customer location, industry vertical and revenue contract types. Geographic customer location is pertinent to understanding the Company's revenues, as the Company generates its revenues from providing professional services to customers in various regions across the world. The Company groups customers into one of five industry verticals. Revenue contract types are differentiated by the type of pricing structure for customer contracts, which is predominantly time-and-materials, but also includes fixed price contracts. Disaggregation of Revenues The following table presents the disaggregation of the Company’s revenues by customer location (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America (1) $ 129,421 $ 103,769 $ 382,856 $ 290,954 APAC (2) 108,353 98,756 320,233 260,928 Europe (3) 79,937 69,522 239,466 196,476 LATAM 14,736 13,004 42,939 34,787 Total revenues $ 332,447 $ 285,051 $ 985,494 $ 783,145 (1) For the three months ended September 30, 2022 and 2021, the United States re presented 36.4%, or $121.1 million, and 33.9%, or $96.5 million, respectively, of the Company’s total revenues. For the nine months ended September 30, 2022 and 2021 , the United States represented 36.5%, or $359.7 million, and 35.1%, or $275.0 million, of the Company’s total revenues, respectively. Canadian operations were determined to be immaterial given the revenues as a percentage of total North America revenues was less than 10% for the three and nine months ended September 30, 2022 and 2021. (2) For the three months ended September 30, 2022 and 2021, Australia represented 11.5%, or $38.4 million, and 10.9%, or $31.0 million, respectively, of the Company’s total revenues. For the nine months ended September 30, 2022 and 2021, Australia represented 11.6%, or $114.5 million, and 10.7%, or $83.7 million, respectively, of the Company’s total revenues. (3) For the three months ended September 30, 2021, the United Kingdom represented 10.5%, or $30.0 million, respectively, of the Company's total revenues. For the nine months ended September 30, 2022 and 2021 , the United Kingdom represented 10.4%, or $102.6 million, and 10.7%, or $83.5 million, respectively, of the Company’s total revenues. For the three and nine months ended September 30, 2021 , Germany represented 10.5%, or $30.0 million, and 10.7%, or $84.2 million, respectively, of the Company’s total revenues. For the three months ended September 30, 2022, revenue in the United Kingdom as a percentage of the Company's total revenues was less than 10%. For the three and nine months ended September 30, 2022, revenue in Germany as a percentage of the Company’s total revenues was less than 10%. Other foreign countries were determined to be immaterial given the revenues as a percentage of the Company’s total revenues was less than 10% for the three and nine months ended September 30, 2022 and 2021. The following table presents the disaggregation of the Company’s revenues by industry vertical (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Technology and business services $ 94,219 $ 75,086 $ 274,815 $ 211,226 Energy, public and health services 83,386 71,556 237,101 205,465 Retail and consumer 57,919 57,723 182,982 146,647 Financial services and insurance 55,004 46,739 173,139 121,848 Automotive, travel and transportation 41,919 33,947 117,457 97,959 Total revenues $ 332,447 $ 285,051 $ 985,494 $ 783,145 The following table presents the disaggregation of the Company’s revenues by contract type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Time-and-material $ 282,190 $ 237,533 $ 829,485 $ 635,608 Fixed-price 50,257 47,518 156,009 147,537 Total revenues $ 332,447 $ 285,051 $ 985,494 $ 783,145 Contract Balances The following table is a summary of the Company’s contract assets and contract liabilities (in thousands): As of September 30, 2022 As of December 31, 2021 Contract assets included in unbilled receivables $ 50,426 $ 25,408 Contract liabilities included in deferred revenue $ 2,352 $ 13,807 Contract assets primarily relate to unbilled amounts on fixed-price contracts. Contract assets are recorded when services have been provided but the Company does not have an unconditional right to receive consideration. Professional services performed on or prior to the balance sheet date, but invoiced thereafter, are reflected in unbilled receivables. Contract liabilities represent amounts collected from the Company’s customers for revenues not yet earned. Such amounts are anticipated to be recorded as revenues when services are performed in subsequent periods. For the three months ended September 30, 2022 and 2021, the Company recognized $0.5 million and $0.5 million, respectively, of revenues that were included in current liabilities at the prior year end. For the nine months ended September 30, 2022 and 2021, the Company recognized $13.1 million and $11.2 million, respectively, of revenues that were included in current liabilities at the prior year end. Costs to Obtain a Customer Contract The Company incurs certain incremental costs to obtain a contract that the Company expects to recover. The Company applies a practical expedient and recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs would primarily relate to commissions paid to our account executives and are included in SG&A expenses. The Company did not have long term contracts to capitalize related costs prior to the fourth quarter of 2021. The following table is a summary of the Company’s costs to obtain contracts and related amortization and impairment where the amortization period of the assets is greater than one year (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 1,642 $ — $ 2,039 $ — Costs to obtain contracts capitalized 488 — 726 — Amortization of capitalized costs (291) — (916) — Changes due to exchange rates (3) — (13) — Balance at end of period $ 1,836 $ — $ 1,836 $ — Transaction Price Allocated to Remaining Performance Obligations The Company does not have material future performance obligations that extend beyond one year. Accordingly, the Company has applied the optional exemption for contracts that have an original expected duration of one year or less. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On April 26, 2022, the Company completed the acquisition of Connected Lab Inc. ("Connected"), an end-to-end product design and development firm that partners with their clients to discover and deliver products that drive business impact, in an all-cash transaction for a gross purchase price of $83.8 million, or $79.4 million net of cash acquired of $4.4 million, which is inclusive of a $14.0 million contingent consideration liability as discussed below and other adjustments. Connected is now wholly owned by the Company. The acquisition will advance the Company's capabilities in solving business problems through product-led design processes, from defining the strategy to discovery and delivery and enhance the Thoughtworks customer experience, product and design service line in North America. In connection with the acquisition, the Company recorded a liability of $14.0 million of contingent consideration, which is included within the total purchase price and classified within accrued expenses in the condensed consolidated balance sheet. The present value of the contingent consideration liability was determined using a Monte Carlo Simulation that calculated the average present value of the earnout payment. The fair value measurement of the earnout includes a performance metric which is an unobservable Level 3 input. The contingent consideration is payable in cash dependent upon achievement of the performance metric. The liability is remeasured to fair value at each reporting date with adjustments recorded within other income (expense), net in the condensed consolidated statements of (loss) income and comprehensive (loss) income. As of September 30, 2022, the maximum potential payout is $16.0 million. The determined actual payout is expected to occur in the second quarter of 2023. The following table presents the change in the contingent consideration liability (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 14,382 $ — $ — $ — Additions in the period — — 13,996 — Change in fair value (2,955) — (2,427) — Change due to exchange rates (793) — (935) — Balance at end of period $ 10,634 $ — $ 10,634 $ — The Company accounted for the acquisition under ASC 805, Business Combinations . The goodwill recognized in connection with the acquisition reflects the benefits expected to be derived from certain operational synergies. The fair value of the net assets acquired for the business was determined using Level 3 inputs, for which little or no market data exists, requiring the Company to develop assumptions regarding future cash flow projections. The results of operations of the acquired business have been included in the condensed consolidated statements of (loss) income and comprehensive (loss) income from the acquisition date. Pro forma results of operations for the acquisition are not presented because the pro forma effects were not material to the Company's consolidated results of operations. Aggregate acquisition-related costs related to Connected of $1.5 million and $2.7 million for the three and nine months ended September 30, 2022, respectively, were included within SG&A expenses in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The Company's preliminary allocation of the fair value of underlying assets acquired and liabilities assumed as of the acquisition date is as follows (in thousands): Total Cash and cash equivalents $ 4,394 Trade receivables, net of allowance 3,678 Unbilled receivables 2,594 Customer relationships, net 15,800 Goodwill 66,191 Accrued compensation (1,364) Accrued expenses (3,733) Other assets/liabilities, net (3,759) Total gross purchase price $ 83,801 Cash consideration paid $ 69,805 Fair value of contingent consideration 13,996 Total gross purchase price $ 83,801 Goodwill represents the excess of the purchase price over the fair values of assets acquired and liabilities assumed. The changes in fair value allocated to goodwill, tangible and intangible assets are not deductible for tax purposes. As additional information is obtained about the assets and liabilities of the acquisition during the measurement period (not to exceed one year from the date of acquisition), including the completion or finalization of asset appraisals, the Company will refine its estimates of fair value to allocate the purchase price including finalizing the impact on taxes. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following is a summary of the changes in the carrying value of goodwill (in thousands): Total Balance as of December 31, 2020 $ 318,151 Additions due to acquisitions 32,615 Changes due to exchange rates (4,047) Balance as of December 31, 2021 346,719 Additions due to acquisitions 71,700 Changes due to exchange rates (24,021) Balance as of September 30, 2022 $ 394,398 The following is a summary of other intangible assets (in thousands): September 30, 2022 December 31, 2021 Customer relationships $ 193,447 $ 177,100 Less accumulated amortization (55,981) (46,184) Customer relationships, net 137,466 130,916 Trademark 273,000 273,000 Total intangible assets, after amortization 410,466 403,916 Changes due to exchange rates (13,504) (5,049) Intangible assets, net $ 396,962 $ 398,867 Other than indefinite-lived trademarks, the Company’s intangible assets have finite lives and, as such, are subject to amortization. Amortization expense related to these intangible assets was $3.4 million and $9.7 million for the three and nine months ended September 30, 2022, respectively, and $3.1 million and $9.1 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, estimated amortization expense for the next five years and thereafter is as follows (in thousands): Remainder of 2022 $ 3,659 2023 14,635 2024 14,635 2025 14,635 2026 14,635 Thereafter 75,267 $ 137,466 The weighted average remaining useful life of the Company’s finite-lived intangible assets was 9.5 years as of September 30, 2022 and 10.6 years as of December 31, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to the IPO, the Company calculated the provision for income taxes during interim reporting periods by applying an estimate of the effective tax rate for the full year to the pre-tax income or loss for the interim period, adjusting the provision for discrete tax items recorded in the period. Upon the IPO, due to the magnitude of transaction related stock-based compensation costs, the Company's forecasted pre-tax income for the year is causing the tax rate to be highly sensitive, whereby minor changes in forecasted pre-tax income generate significant variability in the estimated annual effective tax rate. This is impacting the customary relationship between income tax expense and pre-tax income in interim periods. Beginning in the third quarter of 2021, the Company concluded that it could not calculate a reliable estimate of the annual effective tax rate due to the range of potential impacts for the aforementioned forecast changes. Accordingly, the Company computed the effective tax rate for the nine-month period ended September 30, 2022 using actual results, as allowed by ASC 740-270-30-18, Income Taxes-Interim Reporting. The Company’s effective tax rate for the three months ended September 30, 2022 and September 30, 2021 was (104.3)% and (2.6)%, respectively and (19.0)% and 57.6% for the nine months ended September 30, 2022 and September 30, 2021, respectively. The effective tax rate in each period differed from the U.S. statutory rate of 21% primarily due to U.S. corporate state income taxation and the effect of foreign operations which reflects the impact of higher income tax rates in locations outside the United States, the unfavorable impact of valuation allowances on deferred tax assets of select foreign operations, the non-deductibility of executive compensation expense in compliance with §162(m) of the Internal Revenue Code ("IRC"), impacted by excess tax deficiencies unfavorably and excess tax benefits favorably on stock-based compensation for the three and nine months ended September 30, 2022 and September 30, 2021, respectively. The change in the effective tax rate for the three and nine months ended September 30, 2022, as compared to the prior |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is computed by dividing the net loss allocated to common shareholders by the weighted average of common shares outstanding for the period. Diluted loss per common share is computed by giving effect to all potential shares of common stock of the Company, including outstanding stock options, unvested RSUs, and unvested PSUs, to the extent the shares are dilutive. PSU shares are not included in dilution during the performance period. Once the performance period is completed, the PSU shares will be included in dilution during the remaining service period, to the extent they are dilutive. Basic and diluted loss per common share are the same for all periods presented, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The components of basic and diluted loss per common share are as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic loss per common share: Net (loss) income $ (31,391) $ (25,235) $ (121,287) $ 11,502 Preferred stock dividends — — — (59,642) Net loss allocated to common shareholders – Basic $ (31,391) $ (25,235) $ (121,287) $ (48,140) Weighted average common shares outstanding – Basic and diluted 311,621,233 241,351,052 309,481,860 237,121,811 Basic and diluted loss per common share $ (0.10) $ (0.10) $ (0.39) $ (0.20) The following potentially dilutive securities were excluded from the computation of diluted loss per common share calculations because the impact of including them would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Employee stock options and RSUs 24,782,764 23,651,637 25,766,686 21,737,268 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases facilities (office space and corporate apartments) and equipment (IT equipment) under various non-cancelable operating leases that expire through December 2031, some of which include one or more options to extend the leases, generally at rates to be determined in accordance with the agreements. The Company's facility leases generally provide for periodic rent increases and may contain escalation clauses and renewal options. The Company's lease terms include options to extend the lease if they are reasonably certain of being exercised. The Company recognizes operating lease expense on a straight-line basis over the lease term and variable lease payments are expensed as incurred. Operating lease expense and the related variable lease expense is recorded within SG&A expenses in the Company's condensed consolidated statements of (loss) income and comprehensive (loss) income. As of September 30, 2022, the Company's finance leases were immaterial. The Company determines if a contract contains a lease at lease inception. If the borrowing rate implicit in the lease is not determinable, the Company uses its incremental borrowing rate ("IBR") based on information available at lease commencement including prevailing financial market conditions to determine the present value of future lease payments. The Company has elected the option to combine lease and non-lease components as a single component for the Company's entire population of lease assets. Operating lease assets and lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, and lease incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leased assets are presented net of accumulated amortization. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities; instead, these are expensed as incurred and recorded as variable lease expense. Adoption of Topic 842 resulted in the initial recognition of ROU assets of $40.9 million and lease liabilities of $43.7 million. As of September 30, 2022, the Company does not have any leases that create significant rights and obligations that have not yet commenced. For the three and nine months ended September 30, 2022, operating lease cost was $4.9 million and $14.7 million, respectively. The Company's short-term lease cost and variable lease cost were immaterial. The following table presents supplemental cash flow information (in thousands): Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 14,621 ROU assets obtained in exchange for new operating lease liabilities 13,791 The following table presents average lease terms and discount rates (in thousands): As of September 30, 2022 Weighted-average remaining lease term (years) 4.0 Weighted average discount rate 5.6 % As of September 30, 2022, the aggregate future lease payments under all operating leases are as follows (in thousands): Operating Remainder of 2022 $ 4,868 2023 15,649 2024 9,397 2025 5,898 2026 4,510 Thereafter 6,466 Total lease payments 46,788 Less: imputed interest 5,841 Present value of lease liabilities $ 40,947 ASC 840 Disclosures Prior to the adoption of Topic 842, aggregate future minimum lease payments, net of sublease income, under all operating leases were as follows as of December 31, 2021 (in thousands): 2022 $ 17,557 2023 11,690 2024 6,849 2025 3,955 2026 3,027 Thereafter 6,088 Total future minimum lease payments $ 49,166 Total rent expense for all operating leases for the three and nine months ended September 30, 2021 was $4.9 million and $14.5 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following is a summary of the components of stock-based compensation expense for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 33,426 $ 25,756 $ 155,771 $ 29,071 Selling, general and administrative expenses 15,479 47,420 69,056 54,357 Total stock-based compensation expense $ 48,905 $ 73,176 $ 224,827 $ 83,428 Stock Options The following is a summary of performance and time vesting stock option activity for the nine months ended September 30, 2022 (in thousands, except share and per share data): Number of Stock Options Weighted Average Exercise Price Aggregate Weighted- Balance at December 31, 2021 24,097,082 $ 3.79 Granted — — Forfeited (101,891) 10.88 Exercised (1,902,174) 3.03 Cancelled — — Expired — — Balance at September 30, 2022 22,093,017 $ 3.83 $ 154,753 5.8 Exercisable at September 30, 2022 20,639,262 $ 3.40 $ 151,007 5.6 As of September 30, 2022, total compensation cost related to time vesting options not yet recognized was $3.5 million, which will be recognized over a weighted-average period of 1.5 years. Unless otherwise prohibited by law in local jurisdictions, time vesting options will continue to vest according to the 2017 Stock Option Plan (the "2017 Plan"). Restricted Stock Units The following is a summary of RSU activity for the nine months ended September 30, 2022: Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 14,128,722 $ 23.39 Granted (1) 5,561,575 22.06 Forfeited (1,318,242) 23.33 Vested (2) (10,259,373) 21.00 Unvested balance at September 30, 2022 8,112,682 $ 25.51 (1) Includes 4.4 million RSUs that were contingent upon the successful and active registration with the State Administration of Foreign Exchange of the People's Republic of China (“China SAFE”), which occurred on February 25, 2022. The amount also includes 0.1 million RSUs granted in relation to the Connected acquisition. (2) Includes 2.6 million shares that were net settled when released and returned to the share pool for future grants. As of September 30, 2022, total compensation co st related to RSUs not yet recognized was $112.6 million, of which $59.3 million is IPO related or associated with one-time grants and considered nonrecurring. The remainder of $53.3 million is primarily related to the annual grant and considered recurring. The total unamortized expense is anticipated to be recognized over a weighted-average period of 1.6 years. Performance Stock Units In April 2022, the Board of Directors approved the grant of performance stock units (“PSUs”) to certain executives and employees under the 2021 Omnibus Incentive Plan (the "Omnibus Plan"). Awards with a performance and time-based vesting as well as awards with market-based performance vesting components were granted. The performance and time-based PSUs, or non-market-based PSUs, are subject to the Company’s achievement of specified profit targets. The market-based awards are tied to the Company's performance against relative total shareholder return ("rTSR") targets. Both types of PSUs vest over a three-year service period. The following is a summary of PSU activity for the nine months ended September 30, 2022: Number of PSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 — $ — Granted (1) 269,586 24.15 Adjustment for PSUs expected to vest as of current period end (162,156) 26.83 Forfeited — — Vested — — Unvested balance at September 30, 2022 107,430 $ 20.11 (1) Reflects shares granted at 100%. For compensation expense purposes, the fair value of the non-market-based PSUs was determined using the closing stock price on the grant date and the fair value for the market-based PSUs was determined using a Monte-Carlo simulation. As of September 30, 2022, total compensation co st related to PSUs not yet recognized was $5.1 million. The unamortized expense is anticipated to be recognized over a weighted-average period of 2.5 years. |
Credit Agreements
Credit Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Credit Agreements | Credit Agreements Our subsidiaries are party to an amended and restated credit agreement, dated as of March 26, 2021 (as amended, the “Credit Agreement”), among Thoughtworks, Inc., Turing Acquisition LLC and Turing Midco LLC (collectively, the “Borrowers”), Turing Topco LLC (“Holdings”), Credit Suisse AG, Cayman Islands Branch, as administrative agent, the lenders party thereto and the other parties from time-to-time party thereto. The Credit Agreement provides for a senior secured term loan of $715.0 million (the “Term Loan”) and a senior secured revolving credit facility of up to $165.0 million (the “Revolver”). On July 21, 2022, the Company made a voluntary prepayment of $100.0 million on outstanding amounts owed on the Term Loan. As a result of the prepayment, the Company wrote off $0.9 million of deferred financing fees, which is reflected in other (expense) income, net in the consolidated statements of (loss) income and comprehensive (loss) income for the three and nine months ended September 30, 2022 . The following table presents the Company's outstanding debt and borrowing capacity (in thousands): September 30, 2022 December 31, 2021 Availability under Revolver (due March 26, 2026) $ 165,000 $ 165,000 Borrowings under Revolver $ — $ — Long-term debt (due March 24, 2028), including current portion (1) $ 400,642 $ 504,530 Interest rate 5.87 % 3.50 % (1) The balance includes deferred financing fees. A reconciliation of gross to net amounts is presented below. The following table presents the carrying value of the Company’s credit facilities (including current maturities) (in thousands): September 30, 2022 December 31, 2021 Long-term debt, less current portion $ 397,125 $ 502,488 Capitalized deferred financing fees (3,633) (5,108) Long-term debt 393,492 497,380 Current portion of long-term debt 7,150 7,150 Total debt carrying value $ 400,642 $ 504,530 The Company estimates the fair value of the Term Loan using current market yields. These current market yields are considered Level 2 inputs. The book value of the Company’s credit facilities is considered to approximate its fair value as of September 30, 2022 as the interest rates are considered in line with current market rates. The fair value of the Term Loan was $485.0 million as of December 31, 2021. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The following is a summary of the Company’s accrued expenses (in thousands): September 30, 2022 December 31, 2021 Accrued interest expense $ 164 $ 76 Accrued employee expense 2,191 2,320 Accrued travel expense 546 514 Operating lease expenses 366 262 Insurance charges 312 170 Professional fees 7,074 5,188 Withholding taxes payable 43 26,077 Other taxes payable 1,437 1,803 Rebates payable 944 943 Contingent consideration 10,634 — Other accrued expenses 3,789 6,741 Accrued expenses $ 27,500 $ 44,094 |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | The accompanying unaudited condensed consolidated financial statements include the accounts of Thoughtworks Holding, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2021 Annual Report. Certain amounts in the prior period consolidated financial statements and notes have been reclassified to conform to the 2022 presentation. These reclassifications had no effect on results of operations previously reported. |
Preparation of Financial Statements | The preparation of these condensed consolidated financial statements is in conformity with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for credit losses, valuation and impairment of goodwill and long-lived assets, income taxes, accrued bonus, contingencies, stock-based compensation and litigation costs. |
Use of Estimates | The Company bases its estimates on current expectations and historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities when those values are not readily apparent from other sources. Actual results can differ from those estimates, and such differences may be material to the condensed consolidated financial statements in the future. Operating results for interim periods are not necessarily indicative of results that may be expected to occur for the entire year. In management’s opinion, all adjustments considered necessary for a fair presentation of the accompanying unaudited condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. |
Restricted Cash | Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Restricted cash is restricted as to withdrawal or use. The Company has restricted cash held on deposit at various financial institutions. The amounts are held to secure bank guarantees of amounts related to government requirements and as collateral for a corporate credit card. |
Business Combinations Policy | The Company accounts for business combinations using the acquisition method of accounting which requires it to allocate the fair value of purchase consideration to the assets acquired and liabilities assumed based on the estimated fair values at the acquisition date. The fair value of the net assets acquired for the business is determined utilizing expectations and assumptions believed reasonable by management. The excess of the purchase consideration transferred over the fair values of assets acquired and liabilities assumed is recorded as goodwill. As additional information is obtained about the assets and liabilities of the acquisition during the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed with an offset to goodwill. After the measurement period, any adjustments are recorded in the condensed consolidated statements of (loss) income and comprehensive (loss) income. Acquisition costs are expensed as incurred. Some business combinations may include a contingent consideration agreement. The Company determines the fair value of the contingent consideration liability using a Monte Carlo Simulation. The liability is remeasured to fair value at each reporting date with adjustments recorded within other income (expense), net in the condensed consolidated statements of (loss) income and comprehensive (loss) income. |
Government Assistance | The Company has historically received government subsidies in the form of cash in China and Singapore related to expenses such as rent, wages, training benefits and taxes. The subsidies are recorded against the related expense within selling, general and administrative ("SG&A") expense or cost of revenues in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The Company recorded an immaterial amount for the three and nine months ended September 30, 2022. |
Recently Adopted Accounting Standards and Recently Issued Accounting Pronouncements Not Yet Adopted | In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which amends existing accounting standards for lease accounting and requires lessees to recognize virtually all leases on the balance sheet by recording a right-of-use asset and a lease liability (for other than short term leases). The Company early adopted the standard effective January 1, 2022. The Company elected the modified retrospective transition method, and as a result, the Company did not adjust its comparative period financial information or make the new required lease disclosures for periods before the date of adoption. The Company elected to use the package of practical expedients, which permits the Company to not reassess: (i) whether a contract is or contains a lease, (ii) lease classification, and (iii) initial direct costs resulting from the lease. The Company did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets. The Company is electing not to apply the recognition requirements to short-term leases of 12 months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term. The Company also elected the option to combine lease and non-lease components as a single component for the Company's entire population of lease assets. Upon adoption, the Company recorded $40.9 million of right-of-use assets ("ROU") and $43.7 million of lease liabilities. Refer to Note 7, Leases , for further discussion. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the accounting guidance and requires the measurement of all expected losses based on historical experience, current conditions, and reasonable and supportable forecasts, or a current expected credit loss (“CECL”) model. For trade receivables, loans, and other financial instruments, companies are required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. In November 2019, the FASB issued ASU 2019-10 which delayed the effective date for the CECL standard. The guidance and related amendments are effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company early adopted the accounting standard by recording a cumulative effect adjustment to retained earnings as of January 1, 2022 using a modified retrospective approach. The adoption mainly impacts trade receivables and unbilled receivables. The Company analyzed its historical credit loss experience and considered current conditions and reasonable forecasts in developing the expected credit loss rates. The adoption of this new standard did not have a material impact on the Company's condensed consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Disclosures by Business Entities About Government Assistance (Topic 832), which requires business entities to provide certain disclosures when they (1) have received government assistance and (2) use a grant or contribution accounting model by analogy to other accounting guidance. The guidance is effective for all entities for fiscal years beginning after December 15, 2021. Entities may apply the ASU’s provisions either (1) prospectively to all transactions within the scope of Accounting Standards Codification ("ASC") 832 that are reflected in the financial statements as of the adoption date and all new transactions entered into after the date of adoption or (2) retrospectively. The Company adopted the standard on January 1, 2022 on a prospective basis. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The optional amendments are effective as of March 12, 2020 through December 31, 2022, and upon adoption may be applied prospectively through December 31, 2022. The Company is currently assessing the impact of this ASU on the condensed consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2023. In October 2021, the FASB issued ASU 2021-08, which amends ASC 805 to require acquiring entities to apply ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to recognize and measure contract assets and contract liabilities in a business combination. The guidance is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities should apply the ASU’s provisions prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently assessing the impact of this ASU on the condensed consolidated financial statements and will adopt this new standard in the fiscal year beginning January 1, 2023. |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The Company is exposed to credit risk primarily through trade receivables and unbilled receivables. Activity related to the Company’s allowance for credit losses is as follows (in thousands): Nine Months Ended September 30, 2022 Allowance for credit losses, beginning balance $ (8,916) Impact of accounting standard adoption (841) Current provision for expected credit losses (2,447) Write-offs charged against allowance 114 Recoveries of amounts previously written off — Changes due to exchange rates 356 Allowance for credit losses, ending balance $ (11,734) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table presents the disaggregation of the Company’s revenues by customer location (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 North America (1) $ 129,421 $ 103,769 $ 382,856 $ 290,954 APAC (2) 108,353 98,756 320,233 260,928 Europe (3) 79,937 69,522 239,466 196,476 LATAM 14,736 13,004 42,939 34,787 Total revenues $ 332,447 $ 285,051 $ 985,494 $ 783,145 (1) For the three months ended September 30, 2022 and 2021, the United States re presented 36.4%, or $121.1 million, and 33.9%, or $96.5 million, respectively, of the Company’s total revenues. For the nine months ended September 30, 2022 and 2021 , the United States represented 36.5%, or $359.7 million, and 35.1%, or $275.0 million, of the Company’s total revenues, respectively. Canadian operations were determined to be immaterial given the revenues as a percentage of total North America revenues was less than 10% for the three and nine months ended September 30, 2022 and 2021. (2) For the three months ended September 30, 2022 and 2021, Australia represented 11.5%, or $38.4 million, and 10.9%, or $31.0 million, respectively, of the Company’s total revenues. For the nine months ended September 30, 2022 and 2021, Australia represented 11.6%, or $114.5 million, and 10.7%, or $83.7 million, respectively, of the Company’s total revenues. (3) For the three months ended September 30, 2021, the United Kingdom represented 10.5%, or $30.0 million, respectively, of the Company's total revenues. For the nine months ended September 30, 2022 and 2021 , the United Kingdom represented 10.4%, or $102.6 million, and 10.7%, or $83.5 million, respectively, of the Company’s total revenues. For the three and nine months ended September 30, 2021 , Germany represented 10.5%, or $30.0 million, and 10.7%, or $84.2 million, respectively, of the Company’s total revenues. For the three months ended September 30, 2022, revenue in the United Kingdom as a percentage of the Company's total revenues was less than 10%. For the three and nine months ended September 30, 2022, revenue in Germany as a percentage of the Company’s total revenues was less than 10%. |
Disaggregation of Revenue | The following table presents the disaggregation of the Company’s revenues by industry vertical (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Technology and business services $ 94,219 $ 75,086 $ 274,815 $ 211,226 Energy, public and health services 83,386 71,556 237,101 205,465 Retail and consumer 57,919 57,723 182,982 146,647 Financial services and insurance 55,004 46,739 173,139 121,848 Automotive, travel and transportation 41,919 33,947 117,457 97,959 Total revenues $ 332,447 $ 285,051 $ 985,494 $ 783,145 The following table presents the disaggregation of the Company’s revenues by contract type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Time-and-material $ 282,190 $ 237,533 $ 829,485 $ 635,608 Fixed-price 50,257 47,518 156,009 147,537 Total revenues $ 332,447 $ 285,051 $ 985,494 $ 783,145 |
Schedule of Contract Assets and Liabilities | The following table is a summary of the Company’s contract assets and contract liabilities (in thousands): As of September 30, 2022 As of December 31, 2021 Contract assets included in unbilled receivables $ 50,426 $ 25,408 Contract liabilities included in deferred revenue $ 2,352 $ 13,807 |
Schedule of Costs to Obtain Contracts and Related Amortization and Impairment | The following table is a summary of the Company’s costs to obtain contracts and related amortization and impairment where the amortization period of the assets is greater than one year (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 1,642 $ — $ 2,039 $ — Costs to obtain contracts capitalized 488 — 726 — Amortization of capitalized costs (291) — (916) — Changes due to exchange rates (3) — (13) — Balance at end of period $ 1,836 $ — $ 1,836 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company's preliminary allocation of the fair value of underlying assets acquired and liabilities assumed as of the acquisition date is as follows (in thousands): Total Cash and cash equivalents $ 4,394 Trade receivables, net of allowance 3,678 Unbilled receivables 2,594 Customer relationships, net 15,800 Goodwill 66,191 Accrued compensation (1,364) Accrued expenses (3,733) Other assets/liabilities, net (3,759) Total gross purchase price $ 83,801 Cash consideration paid $ 69,805 Fair value of contingent consideration 13,996 Total gross purchase price $ 83,801 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The following table presents the change in the contingent consideration liability (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Balance at beginning of period $ 14,382 $ — $ — $ — Additions in the period — — 13,996 — Change in fair value (2,955) — (2,427) — Change due to exchange rates (793) — (935) — Balance at end of period $ 10,634 $ — $ 10,634 $ — |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following is a summary of the changes in the carrying value of goodwill (in thousands): Total Balance as of December 31, 2020 $ 318,151 Additions due to acquisitions 32,615 Changes due to exchange rates (4,047) Balance as of December 31, 2021 346,719 Additions due to acquisitions 71,700 Changes due to exchange rates (24,021) Balance as of September 30, 2022 $ 394,398 |
Schedule of Finite-Lived Intangible Assets | The following is a summary of other intangible assets (in thousands): September 30, 2022 December 31, 2021 Customer relationships $ 193,447 $ 177,100 Less accumulated amortization (55,981) (46,184) Customer relationships, net 137,466 130,916 Trademark 273,000 273,000 Total intangible assets, after amortization 410,466 403,916 Changes due to exchange rates (13,504) (5,049) Intangible assets, net $ 396,962 $ 398,867 |
Schedule of Indefinite-Lived Intangible Assets | The following is a summary of other intangible assets (in thousands): September 30, 2022 December 31, 2021 Customer relationships $ 193,447 $ 177,100 Less accumulated amortization (55,981) (46,184) Customer relationships, net 137,466 130,916 Trademark 273,000 273,000 Total intangible assets, after amortization 410,466 403,916 Changes due to exchange rates (13,504) (5,049) Intangible assets, net $ 396,962 $ 398,867 |
Schedule of Estimated Amortization Expense | As of September 30, 2022, estimated amortization expense for the next five years and thereafter is as follows (in thousands): Remainder of 2022 $ 3,659 2023 14,635 2024 14,635 2025 14,635 2026 14,635 Thereafter 75,267 $ 137,466 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net (Loss) Income Per Common Share | The components of basic and diluted loss per common share are as follows (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic loss per common share: Net (loss) income $ (31,391) $ (25,235) $ (121,287) $ 11,502 Preferred stock dividends — — — (59,642) Net loss allocated to common shareholders – Basic $ (31,391) $ (25,235) $ (121,287) $ (48,140) Weighted average common shares outstanding – Basic and diluted 311,621,233 241,351,052 309,481,860 237,121,811 Basic and diluted loss per common share $ (0.10) $ (0.10) $ (0.39) $ (0.20) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities were excluded from the computation of diluted loss per common share calculations because the impact of including them would have been anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Employee stock options and RSUs 24,782,764 23,651,637 25,766,686 21,737,268 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease, Cost | The following table presents supplemental cash flow information (in thousands): Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 14,621 ROU assets obtained in exchange for new operating lease liabilities 13,791 The following table presents average lease terms and discount rates (in thousands): As of September 30, 2022 Weighted-average remaining lease term (years) 4.0 Weighted average discount rate 5.6 % |
Schedule of Future Lease Payments | As of September 30, 2022, the aggregate future lease payments under all operating leases are as follows (in thousands): Operating Remainder of 2022 $ 4,868 2023 15,649 2024 9,397 2025 5,898 2026 4,510 Thereafter 6,466 Total lease payments 46,788 Less: imputed interest 5,841 Present value of lease liabilities $ 40,947 |
Schedule of Future Minimum Rental Payments for Operating Leases | Prior to the adoption of Topic 842, aggregate future minimum lease payments, net of sublease income, under all operating leases were as follows as of December 31, 2021 (in thousands): 2022 $ 17,557 2023 11,690 2024 6,849 2025 3,955 2026 3,027 Thereafter 6,088 Total future minimum lease payments $ 49,166 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Components of Stock-based Compensation Expense | The following is a summary of the components of stock-based compensation expense for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 33,426 $ 25,756 $ 155,771 $ 29,071 Selling, general and administrative expenses 15,479 47,420 69,056 54,357 Total stock-based compensation expense $ 48,905 $ 73,176 $ 224,827 $ 83,428 |
Schedule of Option Activity | The following is a summary of performance and time vesting stock option activity for the nine months ended September 30, 2022 (in thousands, except share and per share data): Number of Stock Options Weighted Average Exercise Price Aggregate Weighted- Balance at December 31, 2021 24,097,082 $ 3.79 Granted — — Forfeited (101,891) 10.88 Exercised (1,902,174) 3.03 Cancelled — — Expired — — Balance at September 30, 2022 22,093,017 $ 3.83 $ 154,753 5.8 Exercisable at September 30, 2022 20,639,262 $ 3.40 $ 151,007 5.6 |
Schedule of Restricted Stock Units Activity | The following is a summary of RSU activity for the nine months ended September 30, 2022: Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 14,128,722 $ 23.39 Granted (1) 5,561,575 22.06 Forfeited (1,318,242) 23.33 Vested (2) (10,259,373) 21.00 Unvested balance at September 30, 2022 8,112,682 $ 25.51 (1) Includes 4.4 million RSUs that were contingent upon the successful and active registration with the State Administration of Foreign Exchange of the People's Republic of China (“China SAFE”), which occurred on February 25, 2022. The amount also includes 0.1 million RSUs granted in relation to the Connected acquisition. (2) Includes 2.6 million shares that were net settled when released and returned to the share pool for future grants. |
Share-based Payment Arrangement, Performance Shares, Activity | The following is a summary of PSU activity for the nine months ended September 30, 2022: Number of PSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2021 — $ — Granted (1) 269,586 24.15 Adjustment for PSUs expected to vest as of current period end (162,156) 26.83 Forfeited — — Vested — — Unvested balance at September 30, 2022 107,430 $ 20.11 (1) Reflects shares granted at 100%. |
Credit Agreements (Tables)
Credit Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facilities | The following table presents the Company's outstanding debt and borrowing capacity (in thousands): September 30, 2022 December 31, 2021 Availability under Revolver (due March 26, 2026) $ 165,000 $ 165,000 Borrowings under Revolver $ — $ — Long-term debt (due March 24, 2028), including current portion (1) $ 400,642 $ 504,530 Interest rate 5.87 % 3.50 % (1) The balance includes deferred financing fees. A reconciliation of gross to net amounts is presented below. The following table presents the carrying value of the Company’s credit facilities (including current maturities) (in thousands): September 30, 2022 December 31, 2021 Long-term debt, less current portion $ 397,125 $ 502,488 Capitalized deferred financing fees (3,633) (5,108) Long-term debt 393,492 497,380 Current portion of long-term debt 7,150 7,150 Total debt carrying value $ 400,642 $ 504,530 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The following is a summary of the Company’s accrued expenses (in thousands): September 30, 2022 December 31, 2021 Accrued interest expense $ 164 $ 76 Accrued employee expense 2,191 2,320 Accrued travel expense 546 514 Operating lease expenses 366 262 Insurance charges 312 170 Professional fees 7,074 5,188 Withholding taxes payable 43 26,077 Other taxes payable 1,437 1,803 Rebates payable 944 943 Contingent consideration 10,634 — Other accrued expenses 3,789 6,741 Accrued expenses $ 27,500 $ 44,094 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||||||
Right-of-use assets | $ 38,168 | $ 38,168 | $ 40,900 | $ 0 | |||
Operating lease liability | 40,947 | 40,947 | $ 43,700 | ||||
Property and equipment, net | 37,656 | 37,656 | 34,500 | ||||
Non-US | |||||||
Concentration Risk [Line Items] | |||||||
Property and equipment, net | $ 28,600 | $ 28,600 | $ 26,600 | ||||
Non-US | Revenue Benchmark | Geographic Concentration Risk | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk | 62% | 66% | 63% | 65% | |||
Non-US | Trade Accounts Receivable and Unbilled Accounts Receivable | Geographic Concentration Risk | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk | 73% | 70% |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Schedule of Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning balance | $ (8,916) | |
Current provision for expected credit losses | (2,447) | $ 611 |
Write-offs charged against allowance | 114 | |
Recoveries of amounts previously written off | 0 | |
Changes due to exchange rates | 356 | |
Allowance for credit losses, ending balance | (11,734) | |
Cumulative Effect, Period of Adoption, Adjustment | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning balance | $ (841) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) industryVertical | Sep. 30, 2021 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||||
Number of industry verticals | industryVertical | 5 | |||
Revenue recognized | $ | $ 0.5 | $ 0.5 | $ 13.1 | $ 11.2 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Geographical Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 332,447 | $ 285,051 | $ 985,494 | $ 783,145 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 129,421 | 103,769 | 382,856 | 290,954 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 121,100 | $ 96,500 | $ 359,700 | $ 275,000 |
United States | Revenue Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 36.40% | 33.90% | 36.50% | 35.10% |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 108,353 | $ 98,756 | $ 320,233 | $ 260,928 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 38,400 | $ 31,000 | $ 114,500 | $ 83,700 |
Australia | Revenue Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 11.50% | 10.90% | 11.60% | 10.70% |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 79,937 | $ 69,522 | $ 239,466 | $ 196,476 |
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 30,000 | $ 102,600 | $ 83,500 | |
United Kingdom | Revenue Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 10.50% | 10.40% | 10.70% | |
Germany | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 30,000 | $ 84,200 | ||
Germany | Revenue Benchmark | Geographic Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk | 10.50% | 10.70% | ||
LATAM | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 14,736 | $ 13,004 | $ 42,939 | $ 34,787 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenue by Industry (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 332,447 | $ 285,051 | $ 985,494 | $ 783,145 |
Technology and business services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 94,219 | 75,086 | 274,815 | 211,226 |
Energy, public and health services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 83,386 | 71,556 | 237,101 | 205,465 |
Retail and consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 57,919 | 57,723 | 182,982 | 146,647 |
Financial services and insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55,004 | 46,739 | 173,139 | 121,848 |
Automotive, travel and transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 41,919 | $ 33,947 | $ 117,457 | $ 97,959 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Revenue by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 332,447 | $ 285,051 | $ 985,494 | $ 783,145 |
Time-and-material | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 282,190 | 237,533 | 829,485 | 635,608 |
Fixed-price | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 50,257 | $ 47,518 | $ 156,009 | $ 147,537 |
Revenue Recognition - Schedul_4
Revenue Recognition - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets included in unbilled receivables | $ 50,426 | $ 25,408 |
Contract liabilities included in deferred revenue | $ 2,352 | $ 13,807 |
Revenue Recognition - Schedul_5
Revenue Recognition - Schedule of Costs to Obtain Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Capitalized Contract Cost [Roll Forward] | ||||
Balance at beginning of period | $ 1,642 | $ 0 | $ 2,039 | $ 0 |
Costs to obtain contracts capitalized | 488 | 0 | 726 | 0 |
Amortization of capitalized costs | (291) | 0 | (916) | 0 |
Changes due to exchange rates | (3) | 0 | (13) | 0 |
Balance at end of period | $ 1,836 | $ 0 | $ 1,836 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Acquisitions, net of cash acquired | $ 70,011 | $ 44,759 | |||
Connected | |||||
Business Acquisition [Line Items] | |||||
Gross purchase price | $ 83,801 | ||||
Acquisitions, net of cash acquired | 79,400 | ||||
Cash acquired from acquisition | 4,400 | ||||
Additions in the period | $ 14,000 | $ 0 | $ 0 | 13,996 | $ 0 |
Maximum potential payout | 16,000 | 16,000 | |||
Acquisition related costs | $ 1,500 | $ 2,700 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) - Connected - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Balance at beginning of period | $ 14,382 | $ 0 | $ 0 | $ 0 | |
Additions in the period | $ 14,000 | 0 | 0 | 13,996 | 0 |
Change in fair value | (2,955) | 0 | (2,427) | 0 | |
Change due to exchange rates | (793) | 0 | (935) | 0 | |
Balance at end of period | $ 10,634 | $ 0 | $ 10,634 | $ 0 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition (Details) - USD ($) $ in Thousands | Apr. 26, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 394,398 | $ 346,719 | $ 318,151 | ||
Connected | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 4,394 | ||||
Trade receivables, net of allowance | 3,678 | ||||
Unbilled receivables | 2,594 | ||||
Customer relationships, net | 15,800 | ||||
Goodwill | $ 66,191 | ||||
Accrued compensation | (1,364) | ||||
Accrued expenses | (3,733) | ||||
Other assets/liabilities, net | (3,759) | ||||
Total gross purchase price | 83,801 | ||||
Cash consideration paid | 69,805 | ||||
Fair value of contingent consideration | 13,996 | ||||
Total gross purchase price | $ 83,801 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 346,719 | $ 318,151 |
Additions due to acquisitions | 71,700 | 32,615 |
Changes due to exchange rates | (24,021) | (4,047) |
Ending balance | $ 394,398 | $ 346,719 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, net | $ 137,466 | ||
Trademark | 273,000 | $ 273,000 | |
Total intangible assets, after amortization | 410,466 | 403,916 | |
Changes due to exchange rates | $ (5,049) | (13,504) | |
Intangible assets, net | 396,962 | 398,867 | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademark | 273,000 | 273,000 | |
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 193,447 | 177,100 | |
Less accumulated amortization | (55,981) | (46,184) | |
Finite-lived intangible assets, net | $ 137,466 | $ 130,916 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization of intangible assets | $ 3.4 | $ 3.1 | $ 9.7 | $ 9.1 | |
Weighted average remaining useful life | 9 years 6 months | 10 years 7 months 6 days |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Estimated Amortization (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 3,659 |
2023 | 14,635 |
2024 | 14,635 |
2025 | 14,635 |
2026 | 14,635 |
Thereafter | 75,267 |
Finite-lived intangible assets, net | $ 137,466 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (104.30%) | (2.60%) | (19.00%) | 57.60% |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of (Loss) Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic loss per common share: | ||||||||
Net (loss) income | $ (31,391) | $ (29,992) | $ (59,904) | $ (25,235) | $ 18,152 | $ 18,585 | $ (121,287) | $ 11,502 |
Preferred stock dividends | 0 | 0 | 0 | (59,642) | ||||
Net loss allocated to common shareholders – Basic | $ (31,391) | $ (25,235) | $ (121,287) | $ (48,140) | ||||
Weighted average shares outstanding, basic (in shares) | 311,621,233 | 241,351,052 | 309,481,860 | 237,121,811 | ||||
Basic (loss) earnings per common share (in USD per share) | $ (0.10) | $ (0.10) | $ (0.39) | $ (0.20) |
Loss Per Common Share - Sched_2
Loss Per Common Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee stock options and RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of Earnings Per Share (in shares) | 24,782,764 | 23,651,637 | 25,766,686 | 21,737,268 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||||||
Right-of-use assets | $ 38,168 | $ 38,168 | $ 40,900 | $ 0 | ||
Operating lease liability | 40,947 | 40,947 | $ 43,700 | |||
Operating lease cost | $ 4,900 | $ 14,700 | ||||
Operating leases, rent expense | $ 4,900 | $ 14,500 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Lease Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 14,621 |
ROU assets obtained in exchange for new operating lease liabilities | $ 13,791 |
Weighted-average remaining lease term (years) | 4 years |
Weighted average discount rate | 5.60% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Remainder of 2022 | $ 4,868 | |
2023 | 15,649 | |
2024 | 9,397 | |
2025 | 5,898 | |
2026 | 4,510 | |
Thereafter | 6,466 | |
Total lease payments | 46,788 | |
Less: imputed interest | 5,841 | |
Present value of lease liabilities | $ 40,947 | $ 43,700 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Before Adoption of ASC 842 (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 17,557 |
2023 | 11,690 |
2024 | 6,849 |
2025 | 3,955 |
2026 | 3,027 |
Thereafter | 6,088 |
Total future minimum lease payments | $ 49,166 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 48,905 | $ 73,176 | $ 224,827 | $ 83,428 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 33,426 | 25,756 | 155,771 | 29,071 |
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 15,479 | $ 47,420 | $ 69,056 | $ 54,357 |
Stock-Based Compensation- Sched
Stock-Based Compensation- Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Number of Stock Options | |
Beginning balance (in shares) | shares | 24,097,082 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (101,891) |
Exercised (in shares) | shares | (1,902,174) |
Cancelled (in shares) | shares | 0 |
Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 22,093,017 |
Exercisable (in shares) | shares | 20,639,262 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 3.79 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 10.88 |
Exercised (in dollars per share) | $ / shares | 3.03 |
Cancelled (in dollars per share) | $ / shares | 0 |
Expired (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | 3.83 |
Weighted average exercise price, Exercisable (in dollars per share) | $ / shares | $ 3.40 |
Aggregate Intrinsic Value and Weighted-Average Remaining Contractual Term (years) | |
Aggregate Intrinsic Value | $ | $ 154,753 |
Aggregate Intrinsic Value, Exercisable | $ | $ 151,007 |
Weighted-average period of recognition | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable | 5 years 7 months 6 days |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Time Vesting Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs not yet recognized | $ 3,500 |
Compensation costs, weighted average period of recognition | 1 year 6 months |
RSU's | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs, weighted average period of recognition | 1 year 7 months 6 days |
Compensation costs, (other than options) not yet recognized | $ 112,600 |
Cost not yet recognized | 53,300 |
RSU's | IPO | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs, (other than options) not yet recognized | $ 59,300 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs, weighted average period of recognition | 2 years 6 months |
Compensation costs, (other than options) not yet recognized | $ 5,100 |
Service period | 3 years |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Number of RSUs | |
Beginning balance (in shares) | 14,128,722 |
Granted (in shares) | 5,561,575 |
Forfeited (in shares) | (1,318,242) |
Vested (in shares) | (10,259,373) |
Ending balance (in shares) | 8,112,682 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 23.39 |
Granted (in dollars per share) | $ / shares | 22.06 |
Forfeited (in dollars per share) | $ / shares | 23.33 |
Vested (in dollars per share) | $ / shares | 21 |
Ending balance (in dollars per share) | $ / shares | $ 25.51 |
Net settled (in shares) | 2,600,000 |
Restricted Stock Units (RSUs) | Connected | |
Number of RSUs | |
Granted (in shares) | 100,000 |
Restricted Stock Units, State Administration Of Foreign Exchange Of The People's Republic Of China | |
Number of RSUs | |
Granted (in shares) | 4,400,000 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Performance Share Units Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of PSUs | |
Performance adjustment (in shares) | shares | (162,156) |
Weighted Average Grant Date Fair Value | |
Performance adjustment (in dollars per share) | $ / shares | $ 26.83 |
Performance Shares | |
Number of PSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 269,586 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Ending balance (in shares) | shares | 107,430 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 24.15 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 20.11 |
Credit Agreements - Narrative (
Credit Agreements - Narrative (Details) - USD ($) | Jul. 21, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 26, 2021 |
Debt Instrument [Line Items] | ||||
Write off of deferred financing fees | $ 900,000 | |||
Line of Credit | Credit Agreements | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 165,000,000 | $ 165,000,000 | $ 165,000,000 | |
Line of Credit | Credit Agreements | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Term loan | $ 715,000,000 | |||
Repayments of debt | $ 100,000,000 | |||
Term loan, fair value | $ 485,000,000 |
Credit Agreements - Schedule of
Credit Agreements - Schedule of Borrowings (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 26, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt (due March 24, 2028), including current portion | $ 400,642,000 | $ 504,530,000 | |
Interest rate | 5.87% | 3.50% | |
Line of Credit | Credit Agreements | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Availability under Revolver (due March 26, 2026) | $ 165,000,000 | $ 165,000,000 | $ 165,000,000 |
Borrowings under Revolver | $ 0 | $ 0 |
Credit Agreements - Schedule _2
Credit Agreements - Schedule of Credit Facilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Long-term debt, less current portion | $ 397,125 | $ 502,488 |
Capitalized deferred financing fees | (3,633) | (5,108) |
Long-term debt | 393,492 | 497,380 |
Current portion of long-term debt | 7,150 | 7,150 |
Total debt carrying value | $ 400,642 | $ 504,530 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued interest expense | $ 164 | $ 76 |
Accrued employee expense | 2,191 | 2,320 |
Accrued travel expense | 546 | 514 |
Operating lease expenses | 366 | 262 |
Insurance charges | 312 | 170 |
Professional fees | 7,074 | 5,188 |
Withholding taxes payable | 43 | 26,077 |
Other taxes payable | 1,437 | 1,803 |
Rebates payable | 944 | 943 |
Contingent consideration | 10,634 | 0 |
Other accrued expenses | 3,789 | 6,741 |
Accrued expenses | $ 27,500 | $ 44,094 |