Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, $0.001 par value | |
Trading Symbol | TWKS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 322,913,818 | |
Entity Central Index Key | 0001866550 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 72,554 | $ 100,305 |
Trade receivables, net of allowance of $9,991 and $9,550, respectively | 130,560 | 167,942 |
Unbilled receivables | 133,980 | 115,150 |
Prepaid expenses | 18,230 | 19,692 |
Other current assets | 25,816 | 25,269 |
Total current assets | 381,140 | 428,358 |
Property and equipment, net | 27,246 | 26,046 |
Right-of-use assets | 39,198 | 41,771 |
Intangibles and other assets: | ||
Goodwill | 419,875 | 424,565 |
Trademark | 273,000 | 273,000 |
Customer relationships, net | 108,933 | 114,186 |
Other non-current assets | 19,128 | 19,310 |
Total assets | 1,268,520 | 1,327,236 |
Current liabilities: | ||
Accounts payable | 4,266 | 2,767 |
Long-term debt, current | 7,150 | 7,150 |
Accrued compensation | 72,721 | 88,712 |
Deferred revenue | 12,138 | 18,090 |
Accrued expenses and other current liabilities | 22,223 | 27,260 |
Lease liabilities, current | 14,092 | 15,301 |
Total current liabilities | 132,590 | 159,280 |
Lease liabilities, non-current | 28,032 | 29,791 |
Long-term debt, less current portion | 284,364 | 286,035 |
Deferred tax liabilities | 47,708 | 54,907 |
Other long-term liabilities | 22,470 | 24,093 |
Total liabilities | 515,164 | 554,106 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.001 par value; 100,000,000 shares authorized, zero issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 373,295,466 and 372,876,082 issued, 322,826,928 and 322,407,385 outstanding at March 31, 2024 and December 31, 2023, respectively | 373 | 373 |
Treasury stock, 50,468,538 and 50,468,697 shares at March 31, 2024 and December 31, 2023, respectively | (622,987) | (622,988) |
Additional paid-in capital | 1,638,964 | 1,627,491 |
Accumulated other comprehensive loss | (38,530) | (38,166) |
Retained deficit | (224,464) | (193,580) |
Total stockholders' equity | 753,356 | 773,130 |
Total liabilities and stockholders' equity | $ 1,268,520 | $ 1,327,236 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowances | $ 9,991 | $ 9,550 |
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) | 373,295,466 | 372,876,082 |
Common stock, shares outstanding (in shares) | 322,826,928 | 322,407,385 |
Treasury stock (in shares) | 50,468,538 | 50,468,697 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 248,593 | $ 307,056 |
Operating expenses: | ||
Cost of revenues | 178,813 | 209,522 |
Selling, general and administrative expenses | 76,230 | 86,340 |
Depreciation and amortization | 5,635 | 5,542 |
Restructuring | 2,115 | 0 |
Total operating expenses | 262,793 | 301,404 |
(Loss) income from operations | (14,200) | 5,652 |
Other (expense) income: | ||
Interest expense | (6,586) | (6,862) |
Net realized and unrealized foreign currency (loss) gain | (10,408) | 1,185 |
Other income (expense), net | 349 | (723) |
Total other expense | (16,645) | (6,400) |
Loss before income taxes | (30,845) | (748) |
Income tax expense | 37 | 7,359 |
Net loss | (30,882) | (8,107) |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation adjustments | (364) | 242 |
Comprehensive loss | $ (31,246) | $ (7,865) |
Net loss per common share: | ||
Basic loss per common share (in dollars per share) | $ (0.10) | $ (0.03) |
Diluted loss per common share (in dollars per share) | $ (0.10) | $ (0.03) |
Weighted average shares outstanding: | ||
Basic (in shares) | 322,638,110 | 316,451,601 |
Diluted (in shares) | 322,638,110 | 316,451,601 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 315,681,987 | |||||
Beginning balance at Dec. 31, 2022 | $ 778,222 | $ 366 | $ (624,934) | $ 1,565,514 | $ (39,210) | $ (123,514) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 50,624,983 | |||||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (8,107) | (8,107) | ||||
Other comprehensive income (loss) | 242 | 242 | ||||
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares) | 1,189,600 | |||||
Issuance of common stock for equity incentive awards, net of withholding taxes | (179) | $ 1 | (180) | |||
Reissuance of treasury shares for equity incentive awards (in shares) | 12,798 | (12,798) | ||||
Reissuance of treasury shares for equity incentive awards | 0 | $ 159 | (159) | |||
Stock-based compensation expense | 17,679 | 17,679 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 316,884,385 | |||||
Ending balance at Mar. 31, 2023 | 787,857 | $ 367 | $ (624,775) | 1,582,854 | (38,968) | (131,621) |
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 50,612,185 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 322,407,385 | |||||
Beginning balance at Dec. 31, 2023 | $ 773,130 | $ 373 | $ (622,988) | 1,627,491 | (38,166) | (193,580) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | 50,468,697 | 50,468,697 | ||||
Increase (Decrease in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (30,882) | (30,882) | ||||
Other comprehensive income (loss) | (364) | (364) | ||||
Issuance of common stock for equity incentive awards, net of withholding taxes (in shares) | 419,384 | |||||
Issuance of common stock for equity incentive awards, net of withholding taxes | 855 | 855 | ||||
Reissuance of treasury shares for equity incentive awards (in shares) | 159 | (159) | ||||
Reissuance of treasury shares for equity incentive awards | (2) | $ 1 | (1) | (2) | ||
Stock-based compensation expense | 10,619 | 10,619 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 322,826,928 | |||||
Ending balance at Mar. 31, 2024 | $ 753,356 | $ 373 | $ (622,987) | $ 1,638,964 | $ (38,530) | $ (224,464) |
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | 50,468,538 | 50,468,538 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (30,882) | $ (8,107) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 7,155 | 9,089 |
Bad debt expense | 821 | 1,452 |
Deferred income tax benefit | (5,893) | (4,485) |
Stock-based compensation expense | 10,619 | 17,679 |
Unrealized foreign currency exchange loss/(gain) | 10,202 | (948) |
Non-cash lease expense on right-of-use assets | 4,044 | 4,525 |
Other operating activities, net | (52) | 1,413 |
Changes in operating assets and liabilities: | ||
Trade receivables | 33,720 | 56,674 |
Unbilled receivables | (20,708) | (23,238) |
Prepaid expenses and other assets | 797 | (1,393) |
Lease liabilities | (3,931) | (4,705) |
Accounts payable | 645 | 1,975 |
Accrued expenses and other liabilities | (22,287) | (16,884) |
Net cash (used in) provided by operating activities | (15,750) | 33,047 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,224) | (1,657) |
Proceeds from disposal of fixed assets | 88 | 91 |
Acquisitions, net of cash acquired | 0 | (15,989) |
Net cash used in investing activities | (4,136) | (17,555) |
Cash flows from financing activities: | ||
Payments of obligations of long-term debt | (1,788) | (101,788) |
Payments of debt issuance costs | 0 | (99) |
Proceeds from issuance of common stock on exercise of options | 759 | 2,169 |
Withholding taxes paid related to net share settlement of equity awards | (4,053) | (2,348) |
Other financing activities, net | 298 | 25 |
Net cash used in financing activities | (4,784) | (102,041) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,783) | 1,548 |
Net decrease in cash, cash equivalents and restricted cash | (27,453) | (85,001) |
Cash, cash equivalents and restricted cash at beginning of the period | 101,660 | 195,564 |
Cash, cash equivalents and restricted cash at end of the period | 74,207 | 110,563 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 6,063 | 6,645 |
Income taxes paid | 5,623 | 6,856 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 72,554 | 109,268 |
Restricted cash included in other non-current assets | 1,653 | 1,295 |
Total cash, cash equivalents and restricted cash | $ 74,207 | $ 110,563 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, Switzerland, Thailand, the United Kingdom, the United States and Vietnam. 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 2023 Annual Report. Certain amounts in the prior period consolidated financial statements and notes have been reclassified to conform to the 2024 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 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. As a result of changes in the business, the Company re-evaluated the estimated useful lives of its long-lived assets and determined the estimated useful life for computer equipment should be updated from three years to four years, effective January 1, 2024. The change in estimate is accounted for prospectively and resulted in an immaterial decrease to depreciation and amortization expense for the three months ended March 31, 2024. Further, we expect an immaterial decrease to depreciation and amortization expense related to the change in estimated useful life for the full year. 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. Allowance for Credit Losses The Company analyzes its historical credit loss experience and considers current conditions and reasonable and supportable forecasts in developing the expected credit loss rates. Interest is not generally accrued on outstanding balances as the balances are considered short-term in nature. Activity related to the Company’s allowance for credit losses is as follows (in thousands): Three Months Ended March 31, 2024 Allowance for credit losses, beginning balance $ (9,550) Current period provision (821) Write-offs charged against allowance — Recoveries of amounts previously written off — Changes due to exchange rates 380 Allowance for credit losses, ending balance $ (9,991) Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently assessing the impact of this ASU on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public business entities to provide annual disclosure of specific categories in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The guidance is effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The ASU applies on a prospective basis, however, retrospective application is permitted. The Company is currently assessing the impact of this ASU on the consolidated financial statements. 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 March 31, 2024 and 2023 was 67.3% and 65.6%, respectively. As of March 31, 2024 and December 31, 2023, 73.2% and 74.8%, respectively, of trade receivables and unbilled receivables was due from customers located outside the United States. At March 31, 2024 and December 31, 2023, the Company had net property and equipment of $19.8 million and $18.7 million, respectively, outside the United States. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
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. During the first quarter of 2024, in connection with the restructuring, the Company updated the disaggregation of revenue by customer location to reflect the geographical market based on contracting location, consistent with client ownership within our geographical markets, versus billing location, as previously reported. All corresponding disclosures and historical amounts, including revenue by country noted below, have been recast to reflect the change. Disaggregation of Revenues The following table presents the disaggregation of the Company’s revenues by customer location (in thousands): Three Months Ended March 31, 2024 2023 North America (1) $ 88,800 $ 115,060 APAC (2) 86,713 97,484 Europe (3) 62,212 78,784 LATAM 10,868 15,728 Total revenues $ 248,593 $ 307,056 (1) For the three months ended March 31, 2024 and 2023, the United States represented 32.7%, or $81.3 million, and 34.4%, or $105.7 million, respectively, of the Company’s total revenues. Canadian operations were determined to be immaterial given revenue as a percentage of total North America revenues was less than 10% for the three months ended March 31, 2024 and 2023. (2) For the three months ended March 31, 2024 and 2023, Australia represented 12.1%, or $30.1 million, and 10.6%, or $32.5 million, respectively, of the Company's total revenues. (3) For the three months ended March 31, 2024 and 2023, Germany represented 13.0%, or $32.3 million, and 11.6%, or $35.7 million, respectively, of the Company's total revenues. For the three months ended March 31, 2024, revenue in the United Kingdom as a percentage of the Company's total revenues was less than 10%. For the three months ended March 31, 2023, the United Kingdom represented 11.0%, or $33.8 million, of the Company’s total revenues. 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 months ended March 31, 2024 and 2023. The following table presents the disaggregation of the Company’s revenues by industry vertical (in thousands): Three Months Ended March 31, 2024 2023 Technology and business services $ 65,369 $ 74,133 Energy, public and health services 63,022 84,039 Retail and consumer 38,931 47,912 Financial services and insurance 39,155 55,155 Automotive, travel and transportation 42,116 45,817 Total revenues $ 248,593 $ 307,056 The following table presents the disaggregation of the Company’s revenues by contract type (in thousands): Three Months Ended March 31, 2024 2023 Time-and-materials $ 177,787 $ 257,250 Fixed-price 70,806 49,806 Total revenues $ 248,593 $ 307,056 Contract Balances The following table is a summary of the Company’s contract assets and contract liabilities (in thousands): As of March 31, 2024 As of December 31, 2023 Contract assets included in unbilled receivables $ 28,291 $ 29,981 Contract liabilities included in deferred revenue $ 12,138 $ 18,090 Contract assets primarily relate to unbilled amounts on fixed-price contracts, where the right to consideration is conditional on the satisfaction of performance obligations that are measured based on hours incurred and the end deliverable to the customer. 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 March 31, 2024 and 2023, the Company recognized $11.5 million and $3.5 million, respectively, of revenues that were included in contract 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. The Company capitalizes incremental costs of obtaining contracts where the contract term is greater than one year. These costs would primarily relate to commissions paid to our account executives and are included in selling, general and administrative ("SG&A") expenses in the condensed consolidated statements of loss and comprehensive loss for contracts one year or less and other current assets and other non-current assets on the condensed consolidated balance sheets for contracts greater than one year. 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 March 31, 2024 2023 Balance at beginning of period $ 876 $ 1,588 Costs to obtain contracts capitalized 633 68 Amortization of capitalized costs (198) (268) Changes due to exchange rates (5) 3 Balance at end of period $ 1,306 $ 1,391 Transaction Price Allocated to Remaining Performance Obligations The Company had remaining performance obligations of approximately $11.7 million as of March 31, 2024, of which it expects to recognize as revenue 50% over the next 12 months and the remainder within 24 months. Our remaining performance obligations represent the amount of transaction price for which work has not been performed and revenue has not been recognized. The Company has applied the optional exemption for contracts that have an original expected duration of one year or less. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2024 and March 31, 2023, the Company utilized the discrete effective tax rate method, treating the year-to-date period as if it was the annual period to calculate its interim income tax provision, as allowed by ASC 740-270-30-18, Income Taxes-Interim Reporting. The Company concluded it could not use the estimated annual effective tax rate method as it could not calculate a reliable estimate of the annual effective tax rate due to the impact of permanent differences on the Company's forecasted loss before income taxes, causing the tax rate to be highly sensitive whereby minor changes in the forecasted amounts generate significant variability in the estimated annual effective tax rate, thus distorting the customary relationship between income tax expense and pre-tax income in interim periods. The Company’s effective tax rate for the three months ended March 31, 2024 and March 31, 2023 was (0.1)% and (983.8)%, 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 and US operations, the unfavorable impact of providing for unrecognized tax benefits, the unfavorable impact of capitalized research and experimental costs under Internal Revenue Code ("IRC") §174 increasing the Company's net global intangible low tax income ("GILTI") inclusion, the non-deductibility of China SAFE restricted stock units ("RSUs"), and the unfavorable impact of excess tax deficiencies on stock-based compensation. The change in the effective tax rate for the three months ended March 31, 2024, as compared to the prior period, and the negative effective tax rate for the three months ended March 31, 2024 and March 31, 2023, is a result of the aforementioned unique net unfavorable items when compared to the pre-tax loss recorded for the respective periods. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The components of basic and diluted loss per share are as follows (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator: Net loss - Basic and diluted $ (30,882) $ (8,107) Denominator: Weighted average shares outstanding – Basic and diluted 322,638,110 316,451,601 Basic and diluted loss per common share $ (0.10) $ (0.03) The following potentially dilutive securities were excluded from the computation of diluted loss per share because the impact of including them would have been anti-dilutive: Three Months Ended March 31, 2024 2023 Employee stock options, RSUs and performance stock units ("PSUs") 15,642,763 20,285,106 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Cost of revenues $ 5,599 $ 10,530 Selling, general and administrative expenses 5,020 7,149 Total stock-based compensation expense $ 10,619 $ 17,679 Stock Options The following is a summary of performance and time vesting stock option activity for the three months ended March 31, 2024 (in thousands, except share and per share data): Number of Stock Options Weighted Average Exercise Price Aggregate Weighted- Balance at December 31, 2023 18,595,731 $ 3.76 Granted — — Forfeited (19,504) 6.24 Exercised (389,247) 2.40 Cancelled — — Expired — — Balance at March 31, 2024 18,186,980 $ 3.76 $ 2,978 4.2 Exercisable at March 31, 2024 17,900,258 $ 3.66 $ 2,978 4.2 As of March 31, 2024, total compensation cost related to time vesting options not yet recognized was $2.3 million, which will be recognized over a weighted-average period of 0.9 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") and the applicable award agreements. Restricted Stock Units The following is a summary of RSU activity for the three months ended March 31, 2024: Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2023 13,336,829 $ 7.96 Granted 15,000 2.47 Forfeited (495,884) 9.35 Vested (1) (41,378) 9.78 Unvested balance at March 31, 2024 12,814,567 $ 7.89 (1) Includes 11,082 shares that were net settled when released and returned to the share pool for future grants. As of March 31, 2024, to tal compensation cost related to RSUs not yet recognized was $85.4 million, which will be recognized over a weighted-average period of 2.5 years. Performance Stock Units The following is a summary of PSU activity for the three months ended March 31, 2024: Number of PSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2023 88,132 $ 20.11 Granted (1) 1,469,106 2.41 Adjustment for PSUs expected to vest as of current period end (715,720) 2.35 Forfeited (10,357) 20.11 Vested — — Unvested balance at March 31, 2024 831,161 $ 4.12 (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 March 31, 2024, total compensation co st related to PSUs not yet recognized was $6.7 million. The unamortized expense is anticipated to be recognized over a weighted-average period of 2.1 years. |
Credit Agreements
Credit Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Credit Agreements | Credit Agreements Our subsidiaries are party to an amended and restated credit agreement, dated May 18, 2023 (as amended, the “Credit Agreement”), among Thoughtworks, Inc., Turing Acquisition LLC and Turing Midco LLC, 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, which provides for a senior secured term loan (the "Term Loan") of $715.0 million and a senior secured revolving credit facility (the "Revolver") of $300.0 million. Borrowings under the Term Loan bear interest at a rate per annum equal to an applicable margin based on the Company’s leverage ratio, plus either (a) a base rate or (b) the SOFR rate, at the Company's option, subject to interest rate floors. Borrowings under the Revolver bear interest at a rate per annum equal to an applicable margin based on the Company’s leverage ratio, plus either (a) a base rate or (b) the SOFR rate at the Company's option. In addition to paying interest on outstanding borrowings under the Revolver, the Company is required to pay a commitment fee to the lenders under the Revolver in respect of unutilized commitments thereunder and customary letter of credit fees. The following table presents the Company's outstanding debt and borrowing capacity (in thousands, except percentages): March 31, 2024 December 31, 2023 Availability under Revolver (due March 26, 2026) $ 300,000 $ 300,000 Borrowings under Revolver $ — $ — Long-term debt (due March 24, 2028), including current portion (1) $ 291,514 $ 293,185 Interest rate 7.9 % 8.0 % (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): March 31, 2024 December 31, 2023 Long-term debt, less current portion $ 286,400 $ 288,188 Capitalized deferred financing fees (2,036) (2,153) Long-term debt 284,364 286,035 Current portion of long-term debt 7,150 7,150 Total debt carrying value $ 291,514 $ 293,185 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 March 31, 2024 as the interest rates are considered in line with current market rates. The fair value of the Term Loan was $294.0 million as of December 31, 2023. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The following is a summary of the Company’s accrued expenses and other current liabilities (in thousands): March 31, 2024 December 31, 2023 Value-added tax and sales tax payable $ 3,665 $ 4,821 Income taxes payable 2,458 5,106 Restructuring 2,991 3,503 Other accrued expenses 13,109 13,830 Accrued expenses and other current liabilities $ 22,223 $ 27,260 |
Restructuring Actions
Restructuring Actions | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Actions | Restructuring Actions On August 8, 2023, the Company announced that its Board of Directors approved and committed to a structural reorganization (the "Reorganization") on August 7, 2023 that will (i) move its operational functions from a geographic to a centralized model, (ii) create a new organizational home for the majority of its client facing workforce, our Digital Engineering Center, and (iii) evolve its regional market structure. The majority of the actions were taken in the third quarter of 2023. As the Company has been implementing the Reorganization, additional opportunities have been identified to drive further cost savings. On May 1, 2024, the Company’s Board of Directors approved an increase to its restructuring plan to capture additional savings of $25 million to $30 million, for a total restructuring program savings of $100 million to $115 million. We still expect the restructuring program to be completed by the end of the third quarter of 2024. Thoughtworks expects to incur additional pre-tax cash charges of approximately $6.5 million to $8.0 million, for total expected pre-tax charges of approximately $26.5 million to $33.0 million (the “Updated Total Charges”). The Updated Total Charges include $22.5 million to $27.5 million in wage-related expenses, such as employee severance and related benefits, and $4.0 million to $5.5 million in non-wage related expenses, including costs related to reducing leased office space, vendor contract cancellations and professional fees. The total costs related to the Reorganization are reported in restructuring in the condensed consolidated statements of loss and comprehensive loss. The table below summarizes restructuring costs incurred (in thousands): Three Months Ended March 31, 2024 Total Costs Incurred to Date at March 31, 2024 Wage-related expenses $ 1,031 $ 18,275 Non-wage related expenses 1,084 2,784 Total restructuring costs $ 2,115 $ 21,059 The liability as of March 31, 2024 is reflected in accrued expenses and other current liabilities on the condensed consolidated balance sheet. The table below summarizes the activities related to the restructuring for the three months ended March 31, 2024 (in thousands): Wage-related expenses Non-wage related expenses Total Liability as of December 31, 2023 $ 3,134 $ 369 $ 3,503 Charges 1,031 1,084 2,115 Payments (1,875) (753) (2,628) Non-cash items (1) — 1 1 Liability as of March 31, 2024 $ 2,290 $ 701 $ 2,991 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (30,882) | $ (8,107) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Business and Summary of Signi_2
Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 2023 Annual Report. Certain amounts in the prior period consolidated financial statements and notes have been reclassified to conform to the 2024 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 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. As a result of changes in the business, the Company re-evaluated the estimated useful lives of its long-lived assets and determined the estimated useful life for computer equipment should be updated from three years to four years, effective January 1, 2024. The change in estimate is accounted for prospectively and resulted in an immaterial decrease to depreciation and amortization expense for the three months ended March 31, 2024. Further, we expect an immaterial decrease to depreciation and amortization expense related to the change in estimated useful life for the full year. |
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. |
Allowance for Credit Losses | The Company analyzes its historical credit loss experience and considers current conditions and reasonable and supportable forecasts in developing the expected credit loss rates. Interest is not generally accrued on outstanding balances as the balances are considered short-term in nature. |
Recently Issued Accounting Pronouncements Not Yet Adopted | In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company is currently assessing the impact of this ASU on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public business entities to provide annual disclosure of specific categories in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The guidance is effective for public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. The ASU applies on a prospective basis, however, retrospective application is permitted. The Company is currently assessing the impact of this ASU on the consolidated financial statements. |
Business and Summary of Signi_3
Business and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | Activity related to the Company’s allowance for credit losses is as follows (in thousands): Three Months Ended March 31, 2024 Allowance for credit losses, beginning balance $ (9,550) Current period provision (821) Write-offs charged against allowance — Recoveries of amounts previously written off — Changes due to exchange rates 380 Allowance for credit losses, ending balance $ (9,991) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of 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 March 31, 2024 2023 North America (1) $ 88,800 $ 115,060 APAC (2) 86,713 97,484 Europe (3) 62,212 78,784 LATAM 10,868 15,728 Total revenues $ 248,593 $ 307,056 (1) For the three months ended March 31, 2024 and 2023, the United States represented 32.7%, or $81.3 million, and 34.4%, or $105.7 million, respectively, of the Company’s total revenues. Canadian operations were determined to be immaterial given revenue as a percentage of total North America revenues was less than 10% for the three months ended March 31, 2024 and 2023. (2) For the three months ended March 31, 2024 and 2023, Australia represented 12.1%, or $30.1 million, and 10.6%, or $32.5 million, respectively, of the Company's total revenues. (3) |
Schedule of Disaggregation of Revenue | The following table presents the disaggregation of the Company’s revenues by industry vertical (in thousands): Three Months Ended March 31, 2024 2023 Technology and business services $ 65,369 $ 74,133 Energy, public and health services 63,022 84,039 Retail and consumer 38,931 47,912 Financial services and insurance 39,155 55,155 Automotive, travel and transportation 42,116 45,817 Total revenues $ 248,593 $ 307,056 The following table presents the disaggregation of the Company’s revenues by contract type (in thousands): Three Months Ended March 31, 2024 2023 Time-and-materials $ 177,787 $ 257,250 Fixed-price 70,806 49,806 Total revenues $ 248,593 $ 307,056 |
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 March 31, 2024 As of December 31, 2023 Contract assets included in unbilled receivables $ 28,291 $ 29,981 Contract liabilities included in deferred revenue $ 12,138 $ 18,090 |
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 March 31, 2024 2023 Balance at beginning of period $ 876 $ 1,588 Costs to obtain contracts capitalized 633 68 Amortization of capitalized costs (198) (268) Changes due to exchange rates (5) 3 Balance at end of period $ 1,306 $ 1,391 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net (Loss) Income Per Common Share | The components of basic and diluted loss per share are as follows (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator: Net loss - Basic and diluted $ (30,882) $ (8,107) Denominator: Weighted average shares outstanding – Basic and diluted 322,638,110 316,451,601 Basic and diluted loss per common share $ (0.10) $ (0.03) |
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 share because the impact of including them would have been anti-dilutive: Three Months Ended March 31, 2024 2023 Employee stock options, RSUs and performance stock units ("PSUs") 15,642,763 20,285,106 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Cost of revenues $ 5,599 $ 10,530 Selling, general and administrative expenses 5,020 7,149 Total stock-based compensation expense $ 10,619 $ 17,679 |
Schedule of Option Activity | The following is a summary of performance and time vesting stock option activity for the three months ended March 31, 2024 (in thousands, except share and per share data): Number of Stock Options Weighted Average Exercise Price Aggregate Weighted- Balance at December 31, 2023 18,595,731 $ 3.76 Granted — — Forfeited (19,504) 6.24 Exercised (389,247) 2.40 Cancelled — — Expired — — Balance at March 31, 2024 18,186,980 $ 3.76 $ 2,978 4.2 Exercisable at March 31, 2024 17,900,258 $ 3.66 $ 2,978 4.2 |
Schedule of Restricted Stock Units Activity | The following is a summary of RSU activity for the three months ended March 31, 2024: Number of RSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2023 13,336,829 $ 7.96 Granted 15,000 2.47 Forfeited (495,884) 9.35 Vested (1) (41,378) 9.78 Unvested balance at March 31, 2024 12,814,567 $ 7.89 (1) Includes 11,082 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 three months ended March 31, 2024: Number of PSUs Weighted Average Grant Date Fair Value Unvested balance at December 31, 2023 88,132 $ 20.11 Granted (1) 1,469,106 2.41 Adjustment for PSUs expected to vest as of current period end (715,720) 2.35 Forfeited (10,357) 20.11 Vested — — Unvested balance at March 31, 2024 831,161 $ 4.12 (1) Reflects shares granted at 100%. |
Credit Agreements (Tables)
Credit Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facilities | The following table presents the Company's outstanding debt and borrowing capacity (in thousands, except percentages): March 31, 2024 December 31, 2023 Availability under Revolver (due March 26, 2026) $ 300,000 $ 300,000 Borrowings under Revolver $ — $ — Long-term debt (due March 24, 2028), including current portion (1) $ 291,514 $ 293,185 Interest rate 7.9 % 8.0 % (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): March 31, 2024 December 31, 2023 Long-term debt, less current portion $ 286,400 $ 288,188 Capitalized deferred financing fees (2,036) (2,153) Long-term debt 284,364 286,035 Current portion of long-term debt 7,150 7,150 Total debt carrying value $ 291,514 $ 293,185 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following is a summary of the Company’s accrued expenses and other current liabilities (in thousands): March 31, 2024 December 31, 2023 Value-added tax and sales tax payable $ 3,665 $ 4,821 Income taxes payable 2,458 5,106 Restructuring 2,991 3,503 Other accrued expenses 13,109 13,830 Accrued expenses and other current liabilities $ 22,223 $ 27,260 |
Restructuring Actions (Tables)
Restructuring Actions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring | The table below summarizes restructuring costs incurred (in thousands): Three Months Ended March 31, 2024 Total Costs Incurred to Date at March 31, 2024 Wage-related expenses $ 1,031 $ 18,275 Non-wage related expenses 1,084 2,784 Total restructuring costs $ 2,115 $ 21,059 Wage-related expenses Non-wage related expenses Total Liability as of December 31, 2023 $ 3,134 $ 369 $ 3,503 Charges 1,031 1,084 2,115 Payments (1,875) (753) (2,628) Non-cash items (1) — 1 1 Liability as of March 31, 2024 $ 2,290 $ 701 $ 2,991 |
Business and Summary of Signi_4
Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2024 | |
Concentration Risk [Line Items] | ||||
Property and equipment, net | $ 27,246 | $ 26,046 | ||
Computer Equipment | ||||
Concentration Risk [Line Items] | ||||
Estimated useful life | 3 years | 4 years | ||
Non-US | ||||
Concentration Risk [Line Items] | ||||
Property and equipment, net | $ 19,800 | $ 18,700 | ||
Non-US | Revenue Benchmark | Geographic Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 67.30% | 65.60% | ||
Non-US | Trade Accounts Receivable and Unbilled Accounts Receivable | Geographic Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 73.20% | 74.80% |
Business and Summary of Signi_5
Business and Summary of Significant Accounting Policies - Schedule of Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning balance | $ (9,550) | |
Current period provision | (821) | $ (1,452) |
Write-offs charged against allowance | 0 | |
Recoveries of amounts previously written off | 0 | |
Changes due to exchange rates | 380 | |
Allowance for credit losses, ending balance | $ (9,991) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) industryVertical | Mar. 31, 2023 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Number of industry verticals | industryVertical | 5 | |
Revenue recognized | $ 11.5 | $ 3.5 |
Remaining performance obligation, amount | $ 11.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 50% | |
Remaining performance obligation, expected timing of satisfaction | 12 months |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenue by Geographical Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 248,593 | $ 307,056 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 88,800 | 115,060 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 81,300 | $ 105,700 |
United States | Revenue Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 32.70% | 34.40% |
APAC | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 86,713 | $ 97,484 |
Australia | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 30,100 | $ 32,500 |
Australia | Revenue Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 12.10% | 10.60% |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 62,212 | $ 78,784 |
Germany | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 32,300 | $ 35,700 |
Germany | Revenue Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 13% | 11.60% |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 33,800 | |
United Kingdom | Revenue Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk | 11% | |
LATAM | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 10,868 | $ 15,728 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenue by Industry (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 248,593 | $ 307,056 |
Technology and business services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 65,369 | 74,133 |
Energy, public and health services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 63,022 | 84,039 |
Retail and consumer | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 38,931 | 47,912 |
Financial services and insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 39,155 | 55,155 |
Automotive, travel and transportation | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 42,116 | $ 45,817 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Revenue by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 248,593 | $ 307,056 |
Time-and-materials | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 177,787 | 257,250 |
Fixed-price | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 70,806 | $ 49,806 |
Revenue Recognition - Schedul_4
Revenue Recognition - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets included in unbilled receivables | $ 28,291 | $ 29,981 |
Contract liabilities included in deferred revenue | $ 12,138 | $ 18,090 |
Revenue Recognition - Schedul_5
Revenue Recognition - Schedule of Costs to Obtain Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Capitalized Contract Cost [Roll Forward] | ||
Balance at beginning of period | $ 876 | $ 1,588 |
Costs to obtain contracts capitalized | 633 | 68 |
Amortization of capitalized costs | (198) | (268) |
Changes due to exchange rates | (5) | 3 |
Balance at end of period | $ 1,306 | $ 1,391 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (0.10%) | (983.80%) |
Loss Per Share - Schedule of (L
Loss Per Share - Schedule of (Loss) Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss (basic) | $ (30,882) | $ (8,107) |
Net loss (diluted) | $ (30,882) | $ (8,107) |
Denominator: | ||
Weighted average shares outstanding – basic (in shares) | 322,638,110 | 316,451,601 |
Weighted average shares outstanding – diluted (in shares) | 322,638,110 | 316,451,601 |
Basic loss per share (in dollars per share) | $ (0.10) | $ (0.03) |
Diluted loss per share (in dollars per share) | $ (0.10) | $ (0.03) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee stock options, RSUs and performance stock units ("PSUs") | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 15,642,763 | 20,285,106 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 10,619 | $ 17,679 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 5,599 | 10,530 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 5,020 | $ 7,149 |
Stock-Based Compensation- Sched
Stock-Based Compensation- Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Number of Stock Options | |
Beginning balance (in shares) | shares | 18,595,731 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | (19,504) |
Exercised (in shares) | shares | (389,247) |
Cancelled (in shares) | shares | 0 |
Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 18,186,980 |
Exercisable (in shares) | shares | 17,900,258 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 3.76 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 6.24 |
Exercised (in dollars per share) | $ / shares | 2.40 |
Cancelled (in dollars per share) | $ / shares | 0 |
Expired (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | 3.76 |
Weighted average exercise price, Exercisable (in dollars per share) | $ / shares | $ 3.66 |
Aggregate Intrinsic Value and Weighted-Average Remaining Contractual Term (years) | |
Aggregate Intrinsic Value | $ | $ 2,978 |
Aggregate Intrinsic Value, Exercisable | $ | $ 2,978 |
Weighted average Period of recognition | 4 years 2 months 12 days |
Weighted average remaining contractual term, exercisable | 4 years 2 months 12 days |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Time Vesting Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs not yet recognized | $ 2.3 |
Compensation costs, weighted average period of recognition | 10 months 24 days |
RSUs | |
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 | $ 85.4 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation costs, weighted average period of recognition | 2 years 1 month 6 days |
Compensation costs, (other than options) not yet recognized | $ 6.7 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | 13,336,829 |
Granted (in shares) | 15,000 |
Forfeited (in shares) | (495,884) |
Vested (in shares) | (41,378) |
Ending balance (in shares) | 12,814,567 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 7.96 |
Granted (in dollars per share) | $ / shares | 2.47 |
Forfeited (in dollars per share) | $ / shares | 9.35 |
Vested (in dollars per share) | $ / shares | 9.78 |
Ending balance (in dollars per share) | $ / shares | $ 7.89 |
Net settled (in shares) | 11,082 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Performance Share Units Activity (Details) - Performance Shares | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of PSUs | |
Beginning balance (in shares) | shares | 88,132 |
Granted (in shares) | shares | 1,469,106 |
Adjustment for PSUs expected to vest as of current period end (in shares) | shares | (715,720) |
Forfeited (in shares) | shares | (10,357) |
Vested (in shares) | shares | 0 |
Ending balance (in shares) | shares | 831,161 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 20.11 |
Granted (in dollars per share) | $ / shares | 2.41 |
Adjustment for PSUs expected to vest as of current period end (in dollars per share) | $ / shares | 2.35 |
Forfeited (in dollars per share) | $ / shares | 20.11 |
Vested (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 4.12 |
Credit Agreements - Narrative (
Credit Agreements - Narrative (Details) - Line of Credit - Credit Agreements - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | May 18, 2023 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Term loan | $ 715,000,000 | ||
Term loan, fair value | $ 294,000,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
Credit Agreements - Schedule of
Credit Agreements - Schedule of Borrowings (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | May 18, 2023 |
Debt Instrument [Line Items] | |||
Long-term debt (due March 24, 2028), including current portion | $ 291,514,000 | $ 293,185,000 | |
Interest rate | 7.90% | 8% | |
Line of Credit | Credit Agreements | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Availability under Revolver (due March 26, 2026) | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
Borrowings under Revolver | $ 0 | $ 0 |
Credit Agreements - Schedule _2
Credit Agreements - Schedule of Credit Facilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Long-term debt, less current portion | $ 286,400 | $ 288,188 |
Capitalized deferred financing fees | (2,036) | (2,153) |
Long-term debt | 284,364 | 286,035 |
Current portion of long-term debt | 7,150 | 7,150 |
Total debt carrying value | $ 291,514 | $ 293,185 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Value-added tax and sales tax payable | $ 3,665 | $ 4,821 |
Income taxes payable | 2,458 | 5,106 |
Restructuring | 2,991 | 3,503 |
Other accrued expenses | 13,109 | 13,830 |
Accrued expenses and other current liabilities | $ 22,223 | $ 27,260 |
Restructuring Actions - Narrati
Restructuring Actions - Narrative (Details) - Reorganization - USD ($) $ in Thousands | May 01, 2024 | Mar. 31, 2024 |
Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs, additional | $ 6,500 | |
Expected restructuring costs, total | 26,500 | |
Minimum | Subsequent Event | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected savings, additional | $ 25,000 | |
Expected savings, total | 100,000 | |
Minimum | Wage-related expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs, total | 22,500 | |
Minimum | Non-wage related expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs, total | 4,000 | |
Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs, additional | 8,000 | |
Expected restructuring costs, total | 33,000 | |
Maximum | Subsequent Event | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected savings, additional | 30,000 | |
Expected savings, total | $ 115,000 | |
Maximum | Wage-related expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs, total | 27,500 | |
Maximum | Non-wage related expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring costs, total | $ 5,500 |
Restructuring Actions - Schedul
Restructuring Actions - Schedule of Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 2,115 | $ 0 |
Restructuring Reserve [Roll Forward] | ||
Charges | 2,115 | $ 0 |
Reorganization | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 2,115 | |
Restructuring costs incurred to date | 21,059 | |
Restructuring Reserve [Roll Forward] | ||
Liability, beginning balance | 3,503 | |
Charges | 2,115 | |
Payments | (2,628) | |
Non-cash items | 1 | |
Liability, ending balance | 2,991 | |
Wage-related expenses | Reorganization | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 1,031 | |
Restructuring costs incurred to date | 18,275 | |
Restructuring Reserve [Roll Forward] | ||
Liability, beginning balance | 3,134 | |
Charges | 1,031 | |
Payments | (1,875) | |
Non-cash items | 0 | |
Liability, ending balance | 2,290 | |
Non-wage related expenses | Reorganization | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 1,084 | |
Restructuring costs incurred to date | 2,784 | |
Restructuring Reserve [Roll Forward] | ||
Liability, beginning balance | 369 | |
Charges | 1,084 | |
Payments | (753) | |
Non-cash items | 1 | |
Liability, ending balance | $ 701 |