0001558370-24-004674 | 10-K | XBRL Viewer

Leases (Tables)

12 Months Ended

Dec. 31, 2023


	December 31,		December 31,
	2023		2022
Balance sheet location:
Operating Lease
Operating lease right-of-use assets, net	$	33,874	$	40,734
Current portion of operating lease liabilities		10,845		11,867
Operating lease liabilities, net of current portion		26,703		31,030
Finance Lease
Finance lease right-of-use assets, net (included in property, plant and equipment, net)		10,688		11,943
Current portion of finance lease liabilities		4,856		5,485
Finance lease liabilities, net of current portion		5,953		9,448

Supplemental balance sheet information related to leases is as follows:


	December 31,		December 31,
	2023		2022
Weighted-average remaining lease term
Operating leases		3.8 Years		4.2 Years
Finance leases		3.1 Years		3.6 Years

Weighted-average discount rate
Operating leases		15.3%		13.9%
Finance leases		13.5%		13.4%

Schedule of maturities of operating lease liabilities



	Finance		Operating
	Leases		Leases
2024	$	6,093	$	15,558
2025		3,826		12,231
2026		1,034		9,370
2027		795		7,194
2028		812		2,602
2029 and thereafter		830		2,596
Total lease payments		13,390		49,551
Less: Imputed interest		(2,581)		(12,003)
Present value of lease liabilities	$	10,809	$	37,548

Schedule of maturities of finance lease liabilities



	Finance		Operating
	Leases		Leases
2024	$	6,093	$	15,558
2025		3,826		12,231
2026		1,034		9,370
2027		795		7,194
2028		812		2,602
2029 and thereafter		830		2,596
Total lease payments		13,390		49,551
Less: Imputed interest		(2,581)		(12,003)
Present value of lease liabilities	$	10,809	$	37,548

Schedule of cash paid and lease recognition



		Year Ended		Year Ended
		December 31, 2023		December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18,892	$	21,560
Financing cash flows from finance leases		4,570		5,523
Right-of-use lease assets obtained in the exchange for lease liabilities:
Operating leases		10,257		6,940
Finance leases		405		4,790

Fair Value Measurement

12 Months Ended

Dec. 31, 2023

Fair Value Measurement

Fair Value Measurement

15. Fair Value Measurement

Assets and Liabilities Measured at Fair Value

The carrying amount of assets and liabilities including current portion of other debt approximated their fair value as of December 31, 2023 and 2022, due to the relative short maturity of these instruments. Management estimates the fair values of the July 2026 Notes and the April 2026 Notes at approximately 24.0% and 16.5% respectively, of the respective principal balance outstanding as of December 31, 2023. Management estimated the fair values of the 2023 Term Loans, 2023 Notes and July 2026 Notes at approximately 64.0%, 65.0% and 15.5%, respectively, of the respective principal balance outstanding as of December 31, 2022. The fair values of secured borrowings under the Company’s securitization facility, BRCC Facility, Second Lien Note and Senior Secured Term Loan are equal to the respective carrying values. Other debt represents the Company’s outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans and receivables factoring arrangement entered into by subsidiaries of the Company and as such, the cost incurred would approximate fair value. Property and equipment, intangible assets, capital lease obligations, and goodwill are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the respective asset is written down to its fair value.

The Company determined the fair value of its long-term debt and current portion of long-term debts using Level 2 inputs including the recent issue of the debt, the Company’s credit rating, and the current risk-free rate.

The Company determined the fair value of private warrants liability of XBP Europe included in the other long-term liabilities in the consolidated balance sheet as of December 31, 2023 under Level 3 fair value measurement using the Black-Scholes option pricing model.

The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2023 and December 31, 2022:


	Carrying		Fair		Fair Value Measurements
As of December 31, 2023	Amount		Value		Level 1		Level 2		Level 3
Recurring assets and liabilities:
Long-term debt	$	1,030,580	$	216,213	$	—	$	216,213	$	—
Current portion of long-term debts		30,029		30,029		—		30,029		—
Private warrants liability of XBP Europe		50		50		—		—		50


	Carrying		Fair		Fair Value Measurements
As of December 31, 2022	Amount		Value		Level 1		Level 2		Level 3
Recurring assets and liabilities:
Long-term debt	$	942,035	$	184,968	$	—	$	184,968	$	—
Current portion of long-term debts		154,802		121,893		—		121,893		—

The significant unobservable inputs used in the fair value of the private warrants liability of XBP Europe are assumptions related to the inputs of exercise price, fair value of the underlying common stock, risk-free interest rate, expected term, expected volatility, and expected dividend yield. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the fair value.

The following table reconciles the beginning and ending balances of net assets and liabilities classified as Level 3 for which a reconciliation is required:


	December 31,
	2023
Balance as of November 29, 2023	$	647
Reduction in the fair value of the private warrants liability of XBP Europe		(597)
Balance as of December 31, 2023	$	50

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment and Geographic Area Information - Revenue by segment information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
Segment information
Number of segments \| segment	3
Revenue	$ 1,064,124	$ 1,077,157
Cost of revenue (exclusive of depreciation and amortization)	833,422	877,474
Segment profit	230,702	199,683
Selling, general and administrative expenses (exclusive of depreciation and amortization)	150,672	176,524
Depreciation and amortization	60,535	71,831
Impairment of goodwill and other intangible assets		171,182
Related party expense	11,444	8,923
Interest expense, net	139,656	164,870
Debt modification and extinguishment costs (gain),net	(16,129)	4,522
Sundry expense, net	973	(957)
Other income, net	(884)	14,170
Loss before income taxes	(115,565)	(411,382)
I T P S Segment
Segment information
Revenue	732,319	765,134
Cost of revenue (exclusive of depreciation and amortization)	599,320	633,673
Segment profit	132,999	131,461
H S Segment
Segment information
Revenue	251,380	239,270
Cost of revenue (exclusive of depreciation and amortization)	185,796	190,835
Segment profit	65,584	48,435
L L P S Segment
Segment information
Revenue	80,425	72,753
Cost of revenue (exclusive of depreciation and amortization)	48,306	52,966
Segment profit	$ 32,119	$ 19,787

Related-Party Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Related-Party Transactions

Schedule of payable and receivable/prepaid balances with affiliates



	December 31, 2023				December 31, 2022
	Receivables and Prepaid Expenses		Payables		Receivables and Prepaid Expenses		Payables
HOV Services, Ltd	$	296	$	—	$	412	$	—
Rule 14		—		1,918		—		2,473
HGM		—		9		347		—
DOW		—		11		—		—
	$	296	$	1,938	$	759	$	2,473

Segment and Geographic Area Information

12 Months Ended

Dec. 31, 2023

Segment and Geographic Area Information

Segment and Geographic Area Information

19. Segment and Geographic Area Information

The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with its clients. The Company is organized into three segments: ITPS, HS, and LLPS.

ITPS: The ITPS segment provides a wide range of solutions and services designed to aid businesses in information capture, processing, decisioning and distribution to customers primarily in the financial services, commercial, public sector and legal industries.

HS: The HS segment operates and maintains an outsourcing business specializing in both the healthcare provider and payer markets.

LLPS: The LLPS segment provides a broad array of support services in connection with class action settlement administration, claims adjudication, labor, employment and other legal matters.

The chief operating decision maker reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Company does not allocate selling, general, and administrative expenses, depreciation and amortization, interest expense, net and sundry expenses (income), net. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital

expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below.


		Year ended December 31, 2023
	ITPS		HS		LLPS		Total
Revenue	$	732,319	$	251,380	$	80,425	$	1,064,124
Cost of revenue (exclusive of depreciation and amortization)		599,320		185,796		48,306		833,422
Segment profit		132,999		65,584		32,119		230,702
Selling, general and administrative expenses (exclusive of depreciation and amortization)								150,672
Depreciation and amortization								60,535
Related party expense								11,444
Interest expense, net								139,656
Debt modification and extinguishment costs (gain), net								(16,129)
Sundry expense, net								973
Other income, net								(884)
Net loss before income taxes							$	(115,565)


		Year ended December 31, 2022
	ITPS		HS		LLPS		Total
Revenue	$	765,134	$	239,270	$	72,753	$	1,077,157
Cost of revenue (exclusive of depreciation and amortization)		633,673		190,835		52,966		877,474
Segment profit		131,461		48,435		19,787		199,683
Selling, general and administrative expenses (exclusive of depreciation and amortization)								176,524
Depreciation and amortization								71,831
Impairment of goodwill and other intangible assets								171,182
Related party expense								8,923
Interest expense, net								164,870
Debt modification and extinguishment costs (gain), net								4,522
Sundry income, net								(957)
Other expense, net								14,170
Net loss before income taxes							$	(411,382)

The following table presents revenues by principal geographic area where the Company’s customers are located for the years ended December 31, 2023 and 2022.


	Years ended December 31,
	2023		2022
United States	$	877,270	$	878,644
EMEA		166,573		180,502
Other		20,281		18,011
Total Consolidated Revenue	$	1,064,124	$	1,077,157

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Segment and Geographic Area Information - Revenues by principal geographic area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenues by principal geographic area
Revenue	$ 1,064,124	$ 1,077,157
United States
Revenues by principal geographic area
Revenue	877,270	878,644
EMEA
Revenues by principal geographic area
Revenue	166,573	180,502
Other.
Revenues by principal geographic area
Revenue	$ 20,281	$ 18,011

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 280
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Leases - Supplemental balance sheet information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Weighted-average remaining lease term of operating leases	3 years 9 months 18 days	4 years 2 months 12 days
Weighted-average remaining lease term of finance leases	3 years 1 month 6 days	3 years 7 months 6 days
Weighted-average discount rate for operating leases	15.30%	13.90%
Weighted-average discount rate for finance leases	13.50%	13.40%
Interest on financing lease liabilities	$ 1.7	$ 1.8
Amortization expense on finance lease right-of-use assets	$ 4.0	$ 4.9

Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Common Stock	Preferred Stock Series A Preferred Stock	Preferred Stock Series B Preferred Stock	Treasury Stock	Additional Paid in Capital	Equity-based compensation	Foreign currency translation adjustment	Unrealized Pension Actuarial Losses, net of tax	Accumulated Deficit	Non-Controlling Interest in XBP Europe	Total
Beginning balance at Dec. 31, 2021	$ 37	$ 1		$ (10,949)	$ 838,853	$ 56,123	$ (7,463)	$ (10,946)	$ (1,532,428)		$ (666,772)
Beginning balance (in shares) at Dec. 31, 2021	66,300	2,778,111		612
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss									(415,581)		(415,581)
Net loss											(415,581)
Equity-based compensation						970					970
Foreign currency translation adjustment							2,675				2,675
Net realized pension actuarial gains, net of tax								7,363			$ 7,363
Shares returned in connection with the Appraisal Action following repayment of Margin Loan (in shares)											380
Common Stock exchanged for Series B Preferred Stock	$ (6)				6
Common Stock exchanged for Series B Preferred Stock (in shares)	(15,150)		3,029,900
Issuance of Common Stock	$ 131				266,724						$ 266,855
Issuance of Common Stock (in shares)	1,343,507
Withholding of employee taxes on vested RSUs						(192)					(192)
Common Stock issued for vested RSUs (in shares)	284
Agreed cancellation of Common Stock issued for Director's vested RSUs (in shares)	(155)
Dividend declared and paid on Preferred Stock (($0.835 per share)					(2,532)						(2,532)
Common Stock repurchased and retired					(487)						(487)
Common Stock repurchased and retired (in shares)	(1,787)
Reversal of excess withholding of employee taxes on vested RSUs						57					57
Issuance of Common Stock to Executive Chairman under certain subscription agreement					100						100
Issuance of Common Stock to Executive Chairman under certain subscription agreement, shares	355,000
Payment for fractional shares on reverse stock split					(45)						(45)
Payment for fractional shares on reverse stock split (in shares)	(78)
Ending balance at Dec. 31, 2022	$ 162	$ 1		$ (10,949)	1,102,619	56,958	(4,788)	(3,583)	(1,948,009)		(807,589)
Ending balance (in shares) at Dec. 31, 2022	1,393,276	2,778,111	3,029,900	612
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss									(125,156)	$ 723	(125,156)
Net loss											(124,433)
Equity-based compensation						115					115
Foreign currency translation adjustment							(2,895)			(358)	(3,253)
Net realized pension actuarial gains, net of tax								2,442		1,013	3,455
Issuance of Common Stock	$ 99				66,929						67,028
Issuance of Common Stock (in shares)	4,977,744
Payment for fractional shares on reverse stock split					(31)						(31)
Payment for fractional shares on reverse stock split (in shares)	(5,667)
Treasury stock retired				$ 10,949					(10,949)
Treasury stock retired (in shares)				(612)
Contributions in exchange for the issuance of noncontrolling interest shares in XBP Europe					9,581		35	967		(4,710)	5,873
Ending balance at Dec. 31, 2023	$ 261	$ 1			$ 1,179,098	$ 57,073	$ (7,648)	$ (174)	$ (2,084,114)	$ (3,332)	$ (858,835)
Ending balance (in shares) at Dec. 31, 2023	6,365,353	2,778,111	3,029,900

Consolidated Statements of Stockholders' Deficit (Parenthetical)	12 Months Ended
	Dec. 31, 2022 $ / shares
Series B Preferred Stock
Dividend declared and paid on Series B Preferred Stock	$ 0.835

Leases - Balance Sheet Location (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease right-of-use assets, net	$ 33,874	$ 40,734
Current portion of operating lease liabilities	10,845	11,867
Operating lease liabilities, net of current portion	26,703	31,030
Finance Lease
Finance lease right-of-use asset, net	$ 10,688	$ 11,943
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Current portion of finance lease liabilities	$ 4,856	$ 5,485
Finance lease liabilities, net of current portion	$ 5,953	$ 9,448

Stockholders' Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 15, 2021	Dec. 31, 2023	Mar. 31, 2021
Warrants
Warrants outstanding		1,978
Private Placement
Warrants
Warrants sold		7,913,637
Exercise price of warrant per one Common Stock (in US$ per share)	$ 16,000.00
Shares issued	2,433
Common stock issued price	$ 11,000.00
Gross proceeds from offering expected	$ 26.8
Warrant \| Private Placement
Warrants
Number of securities called by each warrant or right			1
Placement fee Percentage on Gross proceeds	5.50%

Basis of Presentation and Summary of Significant Accounting Policies - Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2023 segment
Basis of Presentation and Summary of Significant Accounting Policies
Number of segments	3

Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Recognized tax benefit	$ 2,900	$ 800
Unrecognized tax benefits	2,918	2,163
Accrued interest and penalties on unrecognized tax benefits	3,900	2,000
Interest and penalties recorded on unrecognized tax benefits	1,900	400
Reconciliation of total amounts of unrecognized tax benefits
Balance at beginning of the period	2,163	2,077
Gross increases - tax positions in current period	88	106
Lapse of statute of limitations	(82)
Balance at end of the period	2,918	2,163
Deferred taxes provided for withholding or other taxes for repatriation of foreign earnings	0
Undistributed earnings from foreign subsidiaries	145,000
Foreign withholding taxes on the undistributed earnings	9,100	7,900
Undistributed foreign earnings	1,200	800
Prior tax period 1
Reconciliation of total amounts of unrecognized tax benefits
Gross increases - tax positions in prior period	2,230
Prior tax period 2
Reconciliation of total amounts of unrecognized tax benefits
Gross decreases - tax positions in prior period	$ (1,481)	$ (20)

Income Taxes - Income tax reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2019
Income Taxes
Statutory tax rate	21.00%		35.00%
Reconciliation of effective income tax amount
Tax at statutory rate	$ (24,268,000)	$ (86,390,000)
State income taxes	(11,056,000)	(8,520,000)
Foreign income taxes	1,459,000	1,290,000
Nondeductible goodwill impairment	3,465,000	34,967,000
Cancellation of debt income		6,429,000
Permanent differences	145,000	1,061,000
Changes in valuation allowance	90,334,000	75,210,000
Unremitted earnings	1,218,000	891,000
GILTI Inclusion	567,000	639,000
Expiration and reduction of tax attributes	(53,265,000)	(30,103,000)
Uncertain tax positions	4,051,000
Debt related basis differences		10,994,000
Other	(3,782,000)	(2,269,000)
Income tax expense	8,868,000	4,199,000
Inclusion for the period	2,700,000
GILTI Inclusion	567,000	639,000
Income tax expense (benefit) BEAT	$ 0	$ 0

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (124,433)	$ (415,581)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(3,253)	2,675
Unrealized pension actuarial gain, net of tax	3,455	7,363
Total other comprehensive gain, net of tax	202	10,038
Comprehensive loss	(124,231)	(405,543)
Comprehensive profit (loss) attributable to noncontrolling interest in XBP Europe, net of tax	1,378
Comprehensive loss attributable to Exela Technologies, Inc., net of tax	$ (125,609)	$ (405,543)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount before tax, after reclassification adjustments of other comprehensive income (loss).

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Stockholders' Equity

17. Stockholders’ Equity

The following description summarizes the material terms and provisions of the securities that the Company has authorized.

Common Stock

The Company is authorized to issue 1,600,000,000 shares of Common Stock. Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of our Common Stock and Tandem Preferred Stock (that provides a vote to holders of our Series B Preferred Stock, as described below) possess all voting power for the election of our Board and all other matters requiring stockholder action and will at all times vote together as one class on all matters submitted to a vote of Exela stockholders. Holders of our Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Holders of our Common Stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the Board in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions. The holders of the Common Stock have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Common Stock. As of December 31, 2023, there were 6,365,353 shares of Common Stock outstanding.

Reverse Stock Split

On May 12, 2023, we effected the Reverse Stock Split of our issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split every two hundred (200) shares of Common Stock issued and outstanding were automatically combined into one (1) share of issued and outstanding Common Stock, without any change in the par value per share. All information related to Common Stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

Giving effect to the Reverse Stock Split the Company’s issued and outstanding stock decreased from 278,655,235 to 1,393,276 as at December 31, 2022.

Common Stock At-The-Market Sales Program

On May 27, 2021, the Company entered into an At Market Issuance Sales Agreement (“First ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Cantor Fitzgerald & Co. (“Cantor”), as distribution agents, under which the Company may offer and sell shares of the Common Stock from time to time through the Distribution Agents, acting as sales agent or principal. On September 30, 2021, the Company entered into a second At Market Issuance Sales Agreement with B. Riley, BNP Paribas Securities Corp., Cantor, Mizuho Securities USA LLC and Needham & Company, LLC, as distribution agents (together with the First ATM Agreement, the “ATM Agreement”).

Sales of the shares of Common Stock under the ATM Agreement, have been in “at the market offerings” as defined in Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the Nasdaq or on any other existing trading market for the Common Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. Shares of Common Stock sold under the ATM Agreement have been offered pursuant to the Company’s Registration Statement on Form S-3 and the prospectuses and related prospectus supplements included therein for sales of shares of Common Stock as follows:


Supplement	Period	Number of Shares Sold	Weighted Average Price Per Share	Gross Proceeds	Net Proceeds
Prospectus supplement dated May 27, 2021 with an aggregate offering price of up to $100.0 million (“Common ATM Program–1”)	May 28, 2021 through July 1, 2021	12,356	$8,032.74	$99.3 million	$95.7 million
Prospectus supplement dated June 30, 2021 with an aggregate offering price of up to $150.0 million (“Common ATM Program–2”)	June 30, 2021 through September 2, 2021	14,395	$10,413.79	$149.9 million	$144.4 million
Prospectus supplement dated September 30, 2021 with an aggregate offering price of up to $250.0 million (“Common ATM Program–3”)	October 6, 2021 through March 31, 2022	83,719	$2,986.18	$250.0 million	$241.0 million
Prospectus supplement dated May 23, 2022 with an aggregate offering price of up to $250.0 million (“Common ATM Program–4”)	May 24, 2022 through March 31, 2023	6,262,182	$36.15	$226.4 million	$219.3 million

Due to the late filing of the 2022 Form 10-K, the Company lost eligibility to use Form S-3 (and thereby the ability to conduct at the market offerings). As a result of subsequent delinquent quarterly reports on Form 10-Q, including for the period ended September 30, 2023 (the “Q3 Form 10-Q”), the Company will not regain eligibility to use Form S-3 until twelve full calendar months following the date the Q3 Form 10-Q was due. Any future delinquency with respect to the filing of a Form 10-K, Form 10-Q, or certain Form 8-Ks will cause the Company to lose Form S-3 eligibility for at least 12 calendar months from the due date of the delinquent filing.

Share Buyback Program

On August 10, 2022, the Board authorized a share buyback program (the “2022 Share Buyback Program”), pursuant to which the Company is permitted to repurchase up to 50,000 shares of Common Stock over the next two-year period. The 2022 Share Buyback Program does not obligate the Company to repurchase any shares of Common Stock. No shares were repurchased under the 2022 Share Buyback Program during year ended December 31, 2023. As of December 31, 2023, we had repurchased and concurrently retired 1,787 shares of Common Stock pursuant to the 2022 Share Buyback Program.

The Company records such stock repurchases as a reduction to stockholders’ equity. The Company allocates the excess of the repurchase price over the par value of shares acquired to Accumulated Deficit and Additional Paid-in Capital. The portion allocated to Additional Paid-in Capital is determined by dividing the number of shares to be retired by the number of shares issued multiplied by the balance of Additional Paid-in Capital as of the retirement date.

Series A Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board. The Company has designated 2,800,000 shares of its authorized preferred stock as Series A Preferred Stock. At December 31, 2023 and 2022, the Company had 2,778,111 shares of Series A Preferred Stock outstanding. The par value of the Series A Preferred Stock is $0.0001 per share. Each share of Series A Preferred Stock is convertible at the holder’s option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that

takes into account the amount of Liquidation Preference per share as adjusted for accrued but unpaid dividends, as described below. As of December 31, 2023, after taking into account the effect of the Reverse Stock Split, each outstanding share of Series A Preferred Stock was convertible into 0.000145 shares of Common Stock using this conversion formula. Accordingly, as of December 31, 2023, 403 shares of Common Stock were issuable upon conversion of 2,778,111 shares of outstanding Series A Preferred Stock.

Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate per annum of 10% of the dollar amount of per share liquidation preference (plus accumulated but unpaid dividends, the “Series A Liquidation Preference”) per share of Series A Preferred Stock, paid or accrued quarterly in arrears on the 15^th day of each March, June, September and December. From the issue date through December 31, 2023, the amount of all accrued but unpaid dividends on the Series A Preferred Stock have been added to the Series A Liquidation Preference. The Company shall add the amount of all accrued but unpaid dividends on each quarterly dividend payment date to the Series A Liquidation Preference, except to the extent the Company elects to make all or any portion of such payment in cash on or prior to the applicable dividend payment date, in which case, the amount of the accrued but unpaid dividends that is added to the Series A Liquidation Preference shall be reduced on a dollar-for-dollar basis by the amount of any such cash payment. The Company is not required to make any payment or allowance for unpaid dividends, whether or not in arrears, on converted shares of Series A Preferred Stock or for dividends on the shares of Common Stock issued upon conversion of such shares. The dividend accumulation for the years ended December 31, 2023 and 2022 was $4.0 million and $3.6 million, respectively as reflected on the Consolidated Statement of Operations. As of December 31, 2023, the total accumulated but unpaid dividends on the Series A Preferred Stock since inception on July 12, 2017 was $19.9 million. The per share average of cumulative Series A Preferred Stock dividends is $7.2.

In addition, holders of the Series A Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Certificate of Designations), as if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution.

Series B Preferred Stock and Tandem Preferred Stock

The Company has designated 8,100,000 shares of its authorized preferred stock as Series B Preferred Stock. At December 31, 2023, and December 31, 2022, the Company had 3,029,900 shares of Series B Preferred Stock outstanding. The par value of the Series B Preferred Stock is $0.0001 per share. Each share of Series B Preferred Stock is convertible at the holder’s option, at any time into the number of shares of Common Stock determined as of the date of conversion using a certain conversion formula that takes into account the amount of liquidation preference per share as adjusted for accrued but unpaid dividends, as described below. As of December 31, 2023, after taking into account the effect of the Reverse Stock Split and payment of the accrued dividend, each outstanding share of Series B Preferred Stock was convertible into 0.005386 of one share of Common Stock using this conversion formula. Accordingly, as of December 31, 2023, 16,320 shares of Common Stock were issuable upon conversion of 3,029,900 shares of outstanding Series B Preferred Stock. The shares of Series B Preferred Stock are listed on the Nasdaq under the symbol “XELAP”.

Holders of the Series B Preferred Stock are entitled to receive cumulative dividends at a rate per annum of 6% of the dollar amount of per share liquidation preference (plus accumulated but unpaid dividends, the “Series B Liquidation Preference”) per share of Series B Preferred Stock, paid or accrued quarterly in arrears on the last day of each of March, June, September and December. The Company shall add the amount of all accrued but unpaid dividends on each quarterly dividend payment date to the Series B Liquidation Preference, except to the extent the Company elects to make all or any portion of such payment in cash on or prior to the applicable dividend payment date, in which case, the amount of the accrued but unpaid dividends that is added to the Series B Liquidation Preference shall be reduced on a dollar-for-dollar basis by the amount of any such cash payment. The Company is not required to make any payment or allowance for unpaid dividends, whether or not in arrears, on converted shares of Series B Preferred Stock or for dividends on the shares of Common Stock issued upon conversion of such shares. The gross dividend accumulation for the years ended December 31, 2023, and 2022 was $4.7 million and $3.6 million, respectively as reflected on the Consolidated Statement of Operations. During the year ended December 31, 2022, the Company paid accumulated dividend of $2.5 million. As of December 31, 2023, the total accumulated but unpaid dividends on the Series B Preferred

Stock since inception on March 23, 2022 was $5.9 million. The per share average of cumulative Series B Preferred Stock dividends is $1.93.

In addition, holders of the Series B Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Certificate of Designations), as if all shares of Series B Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution. Holders of Series B Preferred Stock also have rights to vote for the election of one additional director to serve on the Board, if dividends on Series B Preferred Stock are in arrears for eight or more consecutive quarters, until all unpaid and accumulated dividends on the Series B Preferred Stock have been paid or declared and a sum sufficient for payment is set aside for such payment.

On May 17, 2022, the Company issued one share of tandem preferred stock, par value $0.0001 per share (the “Tandem Preferred Stock”), as a dividend on its existing shares of outstanding Series B Preferred Stock. Any issuance of Series B Preferred Stock after this date shall be automatically accompanied by an equal number of shares of Tandem Preferred Stock. Tandem Preferred Stock are embedded in the Series B Preferred Stock and they provide voting rights to the existing shares of Series B Preferred Stock. Each share of Series B Preferred Stock disclosed in the consolidated balance sheet, the consolidated statements of stockholders’ deficit and the notes to the consolidated financial statements embeds one share of Tandem Preferred Stock.

On all matters submitted to a vote of the stockholders of the Company, the holders of the Series B Preferred Stock through their holdings of Tandem Preferred Stock will be entitled to vote with the holders of the Common Stock as a single class. Each share of Tandem Preferred Stock entitles the holder to one vote per share, subject to adjustment for issuance of any shares of Common Stock pursuant to any dividend or distribution on shares of Common Stock, share split or share combination or other transactions as specified in the Certificate of Designation of Tandem Preferred Stock.

Shares of Tandem Preferred Stock are not entitled to receive dividends of any kind. In the case of a transfer of the underlying Series B Preferred Stock by a holder to any transferee, the Tandem Preferred Stock shall be automatically transferred simultaneously to such transferee without any further action by such Holder. Upon the redemption of a holder’s shares of Series B Preferred Stock or the conversion of shares of Series B Preferred Stock into Common Stock, an equal number of such holder’s shares of Tandem Preferred Stock shall, without any further action required by the holder, be automatically transferred to the Company for cancellation without the payment of any additional consideration by the Company. In the event of any liquidation, winding-up or dissolution of the Company each holder of the Tandem Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to the par value of such Tandem Preferred Stock with respect to each share of Tandem Preferred Stock held by such holder.

Treasury Stock

As of December 31, 2022, the Company had 612 shares of Common Stock held as treasury stock, 232 shares of which were repurchased under a prior expired share buyback and 380 shares that were returned to the Company pursuant to a contractual obligation. The Company records treasury stock using the cost method. On September 30, 2023, the Company retired all of 612 shares of the Common Stock held as treasury stock and charged the excess of the repurchase cost over the par value of the shares to accumulated deficit.

Warrants

At December 31, 2023, there were warrants outstanding to purchase 1,978 shares of our Common Stock, consisting of 7,913,637 warrants to purchase one-four thousandth of one share of Common Stock from the private placement that was completed in March 2021.

Private Placement of Unregistered Shares and Warrants

On March 15, 2021, the Company, entered into a securities purchase agreement with certain accredited institutional investors pursuant to which the Company issued and sold to ten accredited institutional investors in a private placement an aggregate of 2,433 unregistered shares of the Common Stock at a price of $11,000.00 per share and warrants to purchase an equal number of shares of Common Stock, generating gross proceeds to the Company of $26.8 million. Cantor Fitzgerald acted as placement agent in connection with such sale of unregistered securities and received a placement fee of 5.5% of gross proceeds in connection with such service. In selling the shares without registration, the Company relied on exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. The Company filed a registration statement on Form S-3 on May 3, 2021 that registered for resale of these shares and the shares underlying these private placement warrants.

Each private placement warrant entitles the holder to purchase one-four thousandth of one share of Common Stock, at an exercise price of $16,000.00 per share and will expire on September 19, 2026. The private placement warrants are not listed or traded as of December 31, 2023, and are not subject to mandatory redemption by the Company.

Special Voting Preferred Stock

On October 9, 2023, the Company entered into the Subscription, Voting and Redemption Agreement with GP-HGM LLC, an entity affiliated to the Executive Chairman of the Company, pursuant to which GP-HGM LLC purchased 1,000,000 shares of a new class of preferred stock designated as “Special Voting Stock” for an aggregate purchase price of $100 and agreed to vote all of the shares of Special Voting Stock at the annual meeting of stockholders, scheduled for June 13, 2024 (the “Annual Meeting"), in proportion to the votes cast at the Annual Meeting. Each share of Special Voting Stock is entitled to 20,000 votes per share. The Company has further agreed to redeem the shares of Special Voting Stock for an aggregate price of $100 on the first business day following the date on which the voting on the Amendment to Series B Certificate of Designations Proposal has concluded. The Special Voting Stock are outstanding as of December 31, 2023.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Impairment of Indefinite-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Impairment related to property, plant and equipment, customer relationships, trademarks, developed technology, capitalized software or outsourced contract costs	$ 0	$ 0

Employee Benefit Plans - Valuation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Valuation
Maximum percentage of unrecognized gains (losses) for amortization	10.00%
Amortization period for gains (losses) of defined benefit plans	9 years
Fair value of plan assets	$ 52,081	$ 45,694	$ 89,972
Weighted-average assumptions used to determine net periodic benefit cost:
Expected asset return	5.79%
U.K. Pension Plan
Valuation
Historical performance period	10 years
Weighted-average assumptions used to determine benefit obligations:
Discount rate	4.80%	5.00%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	5.00%	1.80%
Expected asset return	5.87%	3.45%
U.K. Pension Plan \| Minimum
Valuation
Historical performance period	15 years
U.K. Pension Plan \| Maximum
Valuation
Historical performance period	20 years
Asterion Pension Plan
Weighted-average assumptions used to determine benefit obligations:
Discount rate	3.16%	3.80%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	3.16%	3.80%
Expected asset return	3.16%	3.80%
Norway Pension Plan
Weighted-average assumptions used to determine benefit obligations:
Discount rate	3.10%	3.00%
Rate of compensation increase	3.50%	3.50%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	3.10%	3.00%
Expected asset return	4.45%	4.15%
Rate of compensation increase	3.50%	3.50%
German Pension Plan
Valuation
Fair value of plan assets	$ 0
Weighted-average assumptions used to determine benefit obligations:
Discount rate	3.16%	3.80%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	3.16%	3.80%
German Pension Plan \| Minimum
Valuation
Historical performance period	10 years
German Pension Plan \| Maximum
Valuation
Historical performance period	20 years
Unfunded Plan \| German Pension Plan
Valuation
Fair value of plan assets	$ 0

Leases - Maturities of Finance and Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Maturities of operating lease liabilities:
2024	$ 15,558
2025	12,231
2026	9,370
2027	7,194
2028	2,602
2029 and thereafter	2,596
Total lease payments	49,551
Less: Imputed interest	(12,003)
Present value of lease liabilities	37,548
Maturities of finance lease liabilities
2024	6,093
2025	3,826
2026	1,034
2027	795
2028	812
2029 and thereafter	830
Total lease payments	13,390
Less: imputed interest	(2,581)
Present value of finance lease liabilities	$ 10,809

Long-Term Debt and Credit Facilities - Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jul. 15, 2023	Jul. 11, 2023	Dec. 31, 2022
Long-Term Debt and Credit Facilities.
Total debt	$ 1,060,609			$ 1,096,837
Less: Current portion of long-term debt	(30,029)			(154,802)
Long-term debt, net of current maturities	1,030,580			942,035
Senior Secured Term Loan
Long-Term Debt and Credit Facilities.
Total debt	37,921
Unamortized debt issuance costs	1,600
New Notes
Long-Term Debt and Credit Facilities.
Debt exchange premium	119,400
Other
Long-Term Debt and Credit Facilities.
Total debt	21,101			25,117
First lien credit agreement
Long-Term Debt and Credit Facilities.
Total debt				71,470
Debt discount				200
Unamortized debt issuance costs				900
Second Lien Secured Term Loan
Long-Term Debt and Credit Facilities.
Unamortized debt issuance costs	3,900
Second Lien Secured Term Loan \| New Notes
Long-Term Debt and Credit Facilities.
Total debt	27,608
Senior secured notes
Long-Term Debt and Credit Facilities.
Debt discount				100
Unamortized debt issuance costs				100
July 2026 Notes
Long-Term Debt and Credit Facilities.
Total debt	0	$ 24,000		980,000
July 2026 Notes \| Senior secured notes
Long-Term Debt and Credit Facilities.
Total debt	22,788			908,959
April 2026 Notes
Long-Term Debt and Credit Facilities.
Debt exchange premium			$ 142,300
April 2026 Notes \| New Notes
Long-Term Debt and Credit Facilities.
Total debt	931,293
Senior Secured Notes Due2023 Member \| Senior secured notes
Long-Term Debt and Credit Facilities.
Total debt				22,762
Senior Secured Notes Due2026 Member \| Senior secured notes
Long-Term Debt and Credit Facilities.
Debt discount	900			58,800
Unamortized debt issuance costs	200			12,100
BRCC Facility \| New Notes
Long-Term Debt and Credit Facilities.
Total debt	$ 19,898			$ 68,529

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2023

Intangible Assets and Goodwill

Intangible Assets and Goodwill

9. Intangible Assets and Goodwill

Intangibles

Intangible assets are stated at cost or acquisition-date fair value less amortization and impairment and consist of the following:


	Weighted Average	December 31, 2023
	Remaining Useful Life	Gross Carrying		Accumulated		Intangible
	(in Years)	Amount (a)		Amortization		Asset, net
Customer relationships	8.4	$	507,930	$	(380,580)	$	127,350
Developed technology	1.2		88,554		(88,085)		469
Patent	0.2		15		(14)		1
Trade names (b)	Indefinite-lived		5,300		—		5,300
Outsource contract costs	2.5		17,734		(16,334)		1,400
Internally developed software	2.6		56,066		(43,499)		12,567
Purchased software	10.0		26,749		(8,916)		17,833
Intangibles, net		$	702,348	$	(537,428)	$	164,920


	Weighted Average	December 31, 2022
	Remaining Useful Life	Gross Carrying		Accumulated		Intangible
	(in Years)	Amount (a)		Amortization		Asset, net
Customer relationships	9.0	$	507,723	$	(351,240)	$	156,483
Developed technology	2.1		88,553		(88,000)		553
Patent	1.2		15		(6)		9
Trade names (b)	Indefinite-lived		8,400		(3,100)		5,300
Outsource contract costs	3.0		17,184		(15,509)		1,675
Internally developed software	2.9		52,441		(35,095)		17,346
Purchased software	11.0		26,749		(7,133)		19,616
Intangibles, net		$	701,065	$	(500,083)	$	200,982

(a)	Amounts include intangibles acquired in business combinations and asset acquisitions.

(b)	The carrying amount of trade names for 2023 and 2022 is net of accumulated impairment losses of $44.1 million. Carrying amount of $5.3 million as at December 31, 2023 represents indefinite-lived intangible asset.

Aggregate amortization expense related to intangible assets was $40.5 million and $47.3 million for the years ended December 31, 2023 and 2022, respectively.

Estimated intangibles amortization expense for the next five years and thereafter consists of the following:


	Estimated
	Amortization
	Expense
2024	$	33,031
2025		25,443
2026		21,001
2027		17,259
2028		13,686
Thereafter		49,200
	$	159,620

Goodwill

Goodwill by reporting segment consists of the following:


	Balances as at January 1, 2023 (a)			Additions		Deletions			Impairments		Currency Translation Adjustments		Balances as at December 31, 2023 (a)
ITPS	$	81,151	$	—	$	(16,500)	(b)	$	—	$	150	$	64,801
HS		86,786		—		—			—		—		86,786
LLPS		18,865		—		—			—		—		18,865
Total	$	186,802	$	—	$	(16,500)		$	—	$	150	$	170,452

	Balances as at January 1, 2022 (a)			Additions		Deletions			Impairments		Currency Translation Adjustments		Balances as at December 31, 2022 (a)
ITPS	$	252,672	$	—	$	—		$	(171,182)	$	(339)	$	81,151
HS		86,786		—		—			—		—		86,786
LLPS		18,865		—		—			—		—		18,865
Total	$	358,323	$	—	$	—		$	(171,182)	$	(339)	$	186,802

(a)

The goodwill amount for all periods presented is net of accumulated impairment amounts. Accumulated impairment relating to ITPS is $487.7 million, $487.7 million and $316.5 million as at December 31, 2023, December 31, 2022 and January 1, 2022, respectively. Accumulated impairment relating to LLPS was $243.4 million as at December 31, 2023, December 31, 2022 and January 1, 2022.

(b)	The deletion in goodwill is due to derecognition of allocated goodwill on sale of the high-speed scanner business in the second quarter of 2023. Refer to Note 3— Sale of Non-Core Assets and Merger Agreement.

The Company tests for goodwill impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment. The Company monitors changing business conditions as well as industry and economic factors, among others, for events which could trigger the need for an interim impairment analysis.

In connection with the completion of the annual impairment test as of October 1, 2023, the Company recorded no impairment charge to goodwill and trade names. During 2022, as a result of two interim impairment assessments in the third and fourth quarters of 2022, impairment charges totaling $171.2 million, including taxes were recorded to goodwill for the year ended December 31, 2022.

The impairment charges are included within impairment of goodwill and other intangible assets in the consolidated statements of operations.

Description of the Business (Details)	12 Months Ended
Description of the Business (Details)	Dec. 31, 2023 segment
Description of the Business
Number of segments	3

Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2023

Accounts Receivable.

Schedule of accounts receivable, net


	December 31,
	2023		2022
Billed receivables	$	50,926	$	72,852
Unbilled receivables		23,876		25,741
Other		8,719		9,425
Less: Allowance for credit losses		(6,628)		(6,402)
	$	76,893	$	101,616

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	December 31,
	2023		2022
Prepaids	$	23,425	$	23,347
Deposits		1,939		2,859
	$	25,364	$	26,206

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaids	$ 23,425	$ 23,347
Deposits	1,939	2,859
Prepaid expenses and other current assets	$ 25,364	$ 26,206

Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable.
Billed receivables	$ 50,926	$ 72,852
Unbilled receivables	23,876	25,741
Other	8,719	9,425
Less: Allowance for credit losses	(6,628)	(6,402)
Accounts Receivable, net	$ 76,893	$ 101,616	$ 184,102

Basis of Presentation and Summary of Significant Accounting Policies - Operations (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Outside United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	$ 27.0	$ 29.6

Stockholders' Equity - Reverse Stock Split (Details)	May 12, 2023 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares
STOCKHOLDERS' EQUITY
Reverse stock split	0.005
Conversion of shares (in shares)	1
Common stock, shares issued		6,365,353	1,393,889
Common stock, shares outstanding		6,365,353	1,393,276
Prior To Stock Split [Member]
STOCKHOLDERS' EQUITY
Common stock, shares issued			278,655,235

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
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-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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+ Details

Employee Benefit Plans - Funded Status (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Change in Benefit Obligation:
Benefit obligation at beginning of period	$ 61,732	$ 117,472
Service cost	37	53
Interest cost	$ 3,050	$ 1,910
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest Income (Expense), Nonoperating, Net	Interest Income (Expense), Nonoperating, Net
Actuarial gain	$ (1,019)	$ (44,778)
Plan amendments		149
Benefits paid	(2,577)	(1,915)
Foreign-exchange rate changes	3,028	(11,159)
Benefit obligation at end of year	64,289	61,732
Change in Plan Assets:
Fair value of plan assets at beginning of period	45,694	89,972
Actual return on plan assets	3,559	(36,679)
Employer contributions	2,993	2,866
Benefits paid	(2,473)	(1,818)
Foreign-exchange rate changes	2,308	(8,647)
Fair value of plan assets at end of period	52,081	45,694
Funded status at end of year	(12,208)	(16,038)
Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (a)	(13,192)	(16,917)
Minimum regulatory benefit for Philippine legal entity	1,000	800
Amounts recognized in accumulated other comprehensive loss, net of tax consist of:
Net actuarial gain (loss)	(174)	(3,583)
Net amount recognized in accumulated other comprehensive loss, net of tax	174	3,583
Plans with underfunded or non-funded accumulated benefit obligation:
Aggregate projected benefit obligation	64,289	61,732
Aggregate accumulated benefit obligation	64,289	61,732
Aggregate fair value of plan assets	52,081	45,694
Pension liabilities, net	13,192	16,917
U.K. And Asterion Plans
Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (a)	(13,192)	(16,917)
Plans with underfunded or non-funded accumulated benefit obligation:
Pension liabilities, net	13,192	16,917
U.K. Pension Plan
Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (a)	(10,100)	(13,700)
Plans with underfunded or non-funded accumulated benefit obligation:
Pension liabilities, net	10,100	13,700
Asterion Pension Plan
Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (a)	(1,600)	(1,700)
Plans with underfunded or non-funded accumulated benefit obligation:
Pension liabilities, net	1,600	1,700
Norway Pension Plan
Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (a)	(1,500)	(600)
Plans with underfunded or non-funded accumulated benefit obligation:
Pension liabilities, net	1,500	600
German Pension Plan
Change in Plan Assets:
Fair value of plan assets at end of period	0
Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (a)	(1,000)	(1,200)
Plans with underfunded or non-funded accumulated benefit obligation:
Aggregate fair value of plan assets	0
Pension liabilities, net	1,000	$ 1,200
German Pension Plan \| Unfunded Plan
Change in Plan Assets:
Fair value of plan assets at end of period	0
Plans with underfunded or non-funded accumulated benefit obligation:
Aggregate fair value of plan assets	$ 0

Basis of Presentation and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Jul. 11, 2023 USD ($)	May 12, 2023 $ / shares shares	Dec. 09, 2021 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Nov. 29, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Reverse stock split		0.005
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001	$ 0.0001
Conversion of shares (in shares) \| shares		1
Gain on early extinguishment of debt, net				$ 16,129	$ (4,522)
Net loss				(124,433)	(415,581)
Working Capital Deficit				213,700
Accumulated deficit				2,084,114	1,948,009
Accrued liabilities				63,699	61,340
Total revenue				1,064,124	1,077,157
XBP Europe, Inc
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ownership percentage on acquisition						72.30%
Network Security Incident
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Data incident expenses included in Other expense, net					3,700
Estimated Insurance Recoveries					6,200
Accrued liabilities				5,100	3,000
Insurance recovery				1,200	200
Settlement of additional claims					5,100
Insurance proceeds				10,800
Network Security Incident \| Maximum
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Claims paid					100
2023 Term Loans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Gain on early extinguishment of debt, net				600
Other Nonoperating Income (Expense) \| Network Security Incident
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Data incident expenses included in Other expense, net					2,500
Selling, general and administrative expense \| Network Security Incident
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Data incident expenses included in Other expense, net					$ 1,200
2023 notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Gain on early extinguishment of debt, net				$ 9,900
Debt instrument, repayment made in cash	$ 9,000
2023 notes \| 2023 Term Loans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Principal payment	48,400
Gain on early extinguishment of debt, net	600
Debt instrument, repayment made in cash	44,800
2026 notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Debt instrument face amount exchanged	956,000		$ 662,700
April 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Debt instrument face amount exchanged	$ 764,800
April 2026 Notes \| Maximum
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Percentage of interest paid in cash	50.00%
April 2026 Notes \| 2023 Term Loans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Debt instrument face amount exchanged	$ 3,000
July 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Debt instrument face amount exchanged	956,000
Senior Term Loan \| Blue Torch Finance LLC
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Maximum borrowing capacity	$ 40,000

Basis of Presentation and Summary of Significant Accounting Policies - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenues
Revenue	$ 1,064,124	$ 1,077,157
United States
Disaggregation of Revenues
Revenue	877,270	878,644
EMEA
Disaggregation of Revenues
Revenue	166,573	180,502
Other.
Disaggregation of Revenues
Revenue	20,281	18,011
ITPS
Disaggregation of Revenues
Revenue	732,319	765,134
ITPS \| United States
Disaggregation of Revenues
Revenue	545,465	566,621
ITPS \| EMEA
Disaggregation of Revenues
Revenue	166,573	180,502
ITPS \| Other.
Disaggregation of Revenues
Revenue	20,281	18,011
HS
Disaggregation of Revenues
Revenue	251,380	239,270
HS \| United States
Disaggregation of Revenues
Revenue	251,380	239,270
LLPS
Disaggregation of Revenues
Revenue	80,425	72,753
LLPS \| United States
Disaggregation of Revenues
Revenue	$ 80,425	$ 72,753

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Subsequent Events - Receivable Purchase Agreement (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 12, 2024	Apr. 03, 2024	Dec. 31, 2022	Dec. 31, 2023
Subsequent Events
Repayments under revolving facility			$ 49,477
Total debt			$ 1,096,837	$ 1,060,609
Subsequent Events \| BR Receivables Purchase Agreement [Member]
Subsequent Events
Receivables collected	$ 16,400
Proceeds from the sale of receivables	$ 14,900
Subsequent Events \| BRCC Facility
Subsequent Events
Repayments under revolving facility		$ 6,000
Total debt		$ 13,900

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Schedule of sales of shares of Common Stock


Supplement	Period	Number of Shares Sold	Weighted Average Price Per Share	Gross Proceeds	Net Proceeds
Prospectus supplement dated May 27, 2021 with an aggregate offering price of up to $100.0 million (“Common ATM Program–1”)	May 28, 2021 through July 1, 2021	12,356	$8,032.74	$99.3 million	$95.7 million
Prospectus supplement dated June 30, 2021 with an aggregate offering price of up to $150.0 million (“Common ATM Program–2”)	June 30, 2021 through September 2, 2021	14,395	$10,413.79	$149.9 million	$144.4 million
Prospectus supplement dated September 30, 2021 with an aggregate offering price of up to $250.0 million (“Common ATM Program–3”)	October 6, 2021 through March 31, 2022	83,719	$2,986.18	$250.0 million	$241.0 million
Prospectus supplement dated May 23, 2022 with an aggregate offering price of up to $250.0 million (“Common ATM Program–4”)	May 24, 2022 through March 31, 2023	6,262,182	$36.15	$226.4 million	$219.3 million

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

Related-Party Transactions - Relationship with HandsOn Global Management (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) agreement	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2016
Related-Party Transactions
Amount of related party transaction	$ 11,444	$ 8,923
Rental expenses	45,600	48,000
Consulting Services \| Oakana Holdings Inc
Related-Party Transactions
Related party expense	0
Affiliate of largest stockholder
Related-Party Transactions
Rental expenses	200	200	$ 200
HOV Services, Ltd \| Data Capture And Technology Services \| Cost of revenue
Related-Party Transactions
Amount of related party transaction	1,800	1,500
HGM
Related-Party Transactions
Due to Affiliate, Current	9
HGM \| Travel Expense
Related-Party Transactions
Amount of related party transaction	$ 100	100	$ 100
HGM \| Master Service Agreement
Related-Party Transactions
Number of master agreements \| agreement	10
Entities affiliated with HGM managed funds \| Master Service Agreement
Related-Party Transactions
Revenue share percentage				25.00%
Oakana Holdings Inc \| Consulting Services
Related-Party Transactions
Related party expense		100
SourceHOV \| Master Service Agreement
Related-Party Transactions
Revenue share percentage				75.00%
SourceHOV \| Entities affiliated with HGM managed funds \| Master Service Agreement
Related-Party Transactions
Related party expense	$ 8,600	$ 6,900

Employee Benefit Plans - Employer Contributions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employer Contributions
Total employer contributions to pension plans	$ 3,000	$ 2,900
Employer contributions to pension plans expected during 2021	2,700
Estimated Future Benefit Payments
2024	2,161
2025	2,781
2026	2,800
2027	3,122
2028	3,537
2029 - 2033	18,062
Total estimated future benefit payments	$ 32,463

Commitments and Contingencies (Details) $ / shares in Units, € in Millions							1 Months Ended
	Feb. 29, 2024 USD ($)	Feb. 27, 2024 USD ($)	Dec. 07, 2023 USD ($)	Jul. 23, 2023 USD ($)	May 28, 2021 USD ($)	Mar. 23, 2020 claim $ / shares shares	Nov. 30, 2020 USD ($)	Sep. 30, 2020 EUR (€)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Commitments and Contingencies
Number of claims \| claim						2
Plaintiff BoShen
Commitments and Contingencies
Number of shares owned \| shares						4,000
Argued fair value per share \| $ / shares						$ 1.34
Amount paid towards judgement			$ 5,000,000.0	$ 5,000,000.0
Adverse Arbitration Order
Commitments and Contingencies
Accrued liability									$ 900,000	$ 1,600,000
Amount awarded							$ 13,000,000.0
Amount paid towards judgement					$ 8,800,000
Earnout sought \| €								€ 10.0
Breach Of Contract [Member] \| ASG Technologies Group [Member] \| Subsequent Events
Commitments and Contingencies
Amount awarded	$ 687,000	$ 2,500,000
Amount awarded including interest	$ 997,738	$ 3,717,465,000,000

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events.

Subsequent Events

20. Subsequent Events

Receivable Purchase Agreement

On February 12, 2024, certain of the Company’s subsidiaries entered into a receivables purchase agreement with B. Riley Securities, Inc. (“BRSI”) (as subsequently amended on February 29, 2024, March 29, 2024 and March 31, 2024, the “BR Receivables Purchase Agreement”). Under the terms of the BR Receivables Purchase Agreement, certain of the Company’s subsidiaries agreed to sell certain existing receivables and all of their future receivables to BRSI until such time as BRSI shall have collected $16.4 million, net of any costs, expenses or other amounts paid to or owing to the buyer under the agreement. The Company received an aggregate of $14.9 million in purchase price under the BR Receivables Purchase Agreement.

Repayments on BRCC Facility

During January 1, 2024 through April 3, 2024, the Company repaid $6.0 million of outstanding principal amount under the BRCC Revolver. Accordingly, the amount outstanding under the BRCC Revolver is $13.9 million, as of April 3, 2024.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
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

Stock-Based Compensation - Restricted Stock Unit (Details) - RSU's - 2018 Plan - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Units
Balance at the beginning of the period	8
Balance at the end of the period	8	8
Weighted Average Grant Date Fair Value
Balance at the beginning of the period	$ 6,600.00
Balance at the end of the period	$ 6,600.00	$ 6,600.00
Average Remaining Contractual Life (Years)
Weighted average remaining contractual life (in years)		1 year
Minimum
Stock-Based Compensation
Vesting period	1 year
Maximum
Stock-Based Compensation
Vesting period	2 years

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of components of income/ (loss) before income taxes


	Year Ended December 31,
	2023		2022
United States	$	(118,894)	$	(422,136)
Foreign		3,329		10,754
	$	(115,565)	$	(411,382)

Schedule of provision for federal, state, and foreign income taxes


	Year Ended December 31,
	2023		2022
Federal
Current	$	—	$	—
Deferred		666		(1,597)
State
Current		1,161		636
Deferred		(154)		(123)
Foreign
Current		8,755		3,416
Deferred		(1,560)		1,867
Income Tax Expense	$	8,868	$	4,199

Schedule of income tax reconciliation


	Year Ended December 31,
	2023		2022
Tax at statutory rate	$	(24,268)	$	(86,390)
Add (deduct)
State income taxes		(11,056)		(8,520)
Foreign income taxes		1,459		1,290
Nondeductible goodwill impairment		3,465		34,967
Cancellation of debt income		—		6,429
Permanent differences		145		1,061
Litigation settlement		—		—
Changes in valuation allowance		90,334		75,210
Unremitted earnings		1,218		891
GILTI Inclusion		567		639
Expiration and reduction of tax attributes		(53,265)		(30,103)
Uncertain tax positions		4,051		—
Debt related basis differences		—		10,994
Other		(3,782)		(2,269)
Income Tax Expense	$	8,868	$	4,199

Schedule of components of deferred income tax liabilities and assets


	Year Ended December 31,
	2023		2022
Deferred income tax liabilities:
Book over tax basis of intangible assets and fixed assets	$	(31,760)	$	(44,632)
Unremitted foreign earnings		(9,505)		(8,154)
Operating lease and finance lease right-of-use assets		(6,171)		(7,883)
Other, net		(1,595)		(2,005)
Total deferred income tax liabilities	$	(49,031)	$	(62,674)

Deferred income tax assets:
Allowance for credit losses and receivable adjustments	$	2,437	$	2,018
Inventory		3,127		3,141
Accrued liabilities		14,505		16,536
Net operating loss and tax credit carryforwards		34,222		156,180
Tax deductible goodwill		1,674		2,534
Disallowed interest deduction		184,006		146,923
Operating lease and finance lease liabilities		6,621		7,981
Sec 174 Costs		1,862		—
Debt and credit facilities		177,636		5,237
Other, net		10,983		17,595
Total deferred income tax assets	$	437,073	$	358,145

Valuation allowance		(396,691)		(305,168)
Total net deferred income tax assets (liabilities)	$	(8,649)	$	(9,697)

Schedule of NOL carryforwards expiry


			State and Local
	Federal NOL		NOL
2024 - 2028	$	—	$	24,113
2029 - 2033		—		69,815
2034- 2042		—		129,266
Indefinite		1,333		27,328
	$	1,333	$	250,522

Schedule of reconciliation of the total amounts of unrecognized tax benefits


	Year Ended December 31,
	2023		2022
Unrecognized tax benefits—January 1	$	2,163	$	2,077
Gross increases—tax positions in prior period		2,230		—
Gross decreases—tax positions in prior period		(1,481)		(20)
Gross increases—tax positions in current period		88		106
Settlement		—		—
Lapse of statute of limitations		(82)		—
Unrecognized tax benefits—December 31	$	2,918	$	2,163

Basis of Presentation and Summary of Significant Accounting Policies - Performance Obligations (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Basis of Presentation and Summary of Significant Accounting Policies
Contracts with an original expected length	true
2024	$ 35,578
2025	30,109
2026	3,676
2027	2,071
2028	1,251
Total	$ 72,685

Sale of Non-Core Assets and Merger Agreement

12 Months Ended

Dec. 31, 2023

Sale of Non-Core Assets and Merger Agreement

Sale of Non-Core Assets and Merger Agreement

3. Sale of Non-Core Assets and Merger Agreement

Sale of Non-Core Assets

On June 8, 2023, the Company completed the sale of its high-speed scanner business, which was a part of its ITPS segment (as defined in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies), for a purchase price of approximately $30.1 million, subject to final working capital adjustments. The sale of the high-speed scanner business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results. As a result of this transaction, the Company disposed of $16.5 million of goodwill based on the relative fair value of the high-speed scanner business to the total fair value of the ITPS reporting unit. This transaction resulted in a total pre-tax gain of $7.2 million included in selling, general and administrative expenses (exclusive of depreciation and amortization) in the consolidated statements of operations for the year ended December 31, 2023. Per the terms of the sales agreement, the Company may receive additional cash consideration (“Contingent Consideration”) upon the future occurrence of certain earn out events described in the sales agreement. The Contingent Consideration, if any, will be recognized in the period the earn out event occurs, and the Contingent Consideration is realizable.

Merger Agreement

On October 9, 2022, the Company entered into a definitive merger agreement (the “merger agreement”) to merge its European business with CF Acquisition Corp. VIII (“CFFE”), a special purpose acquisition company, to form a new publicly-traded company XBP Europe, which is a part of the ITPS segment (as defined in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies. The business combination was accounted for as a reverse capitalization in accordance with FASB’s ASC Topic 805, Business Combinations (“ASC 805”). Under this method of

accounting, CFFE was treated as the “acquired” company for financial reporting purposes with XBP Europe surviving as a direct wholly-owned subsidiary of CFFE.

Following the closing of the transaction on November 29, 2023, the combined company operates as XBP Europe and the Company owns 72.3% of the outstanding capital stock of XBP Europe. As of December 31, 2023, the noncontrolling interest stockholders' proportionate share of stockholder’s deficit in XBP Europe of $3.3 million is reflected as noncontrolling interest in XBP Europe in the accompanying consolidated balance sheet. Beginning on November 30, 2023, XBP Europe shares started trading on the Nasdaq Stock Market under the ticker symbol “XBP” and its warrants started trading on the Nasdaq Stock Market under the ticker symbol “XBPEW”.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Employee Benefit Plans

Employee Benefit Plans

13. Employee Benefit Plans

German Pension Plan

The Company’s subsidiary in Germany provides pension benefits to certain retirees. Employees eligible for participation include all employees who started working for the Company or its predecessors prior to September 30, 1987 and have finished a qualifying period of at least 10 years. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets. No new employees are registered under this plan and the participants who are already eligible to receive benefits under this plan are no longer employees of the Company.

U.K. Pension Plan

The Company’s subsidiary in the United Kingdom provides pension benefits to certain retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to October 2001. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants as at the earlier of two dates, the participants leaving the Company or December 31, 2015.

The expected rate of return assumptions for plan assets relate solely to the UK plan and are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. The Company assumed a weighted average expected long-term rate on plan assets of 5.87%.

Norway Pension Plan

The Company’s subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than three years from retirement prior to March 2018. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants as at the later of two dates, the participants leaving the Company or April 30, 2018.

Asterion Pension Plan

In April 2018, through its acquisition of Asterion International Group, the Company became obligated to provide pension benefits to eligible retirees and eligible dependents of Asterion. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to July 2003. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants as at the earlier of two dates, the participants leaving the Company or April 10, 2018.

Funded Status

The change in benefit obligations, the change in the fair value of the plan assets and the funded status of the Company’s pension plans (except for the German pension plan which is unfunded) and the amounts recognized in the Company’s consolidated financial statements are as follows:


	Year ended December,
	2023		2022
Change in Benefit Obligation:
Benefit obligation at beginning of period (a)	$	61,770	$	117,472
Service cost		37		53
Interest cost		3,050		1,910
Actuarial gain		(1,019)		(44,778)
Plan amendments		—		149
Benefits paid		(2,577)		(1,915)
Foreign-exchange rate changes		3,028		(11,159)
Benefit obligation at end of year	$	64,289	$	61,732

Change in Plan Assets:
Fair value of plan assets at beginning of period	$	45,694	$	89,972
Actual return on plan assets		3,559		(36,679)
Employer contributions		2,993		2,866
Benefits paid		(2,473)		(1,818)
Foreign-exchange rate changes		2,308		(8,647)
Fair value of plan assets at end of year		52,081		45,694
Funded status at end of year	$	(12,208)	$	(16,038)

Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (b)	$	(13,192)	$	(16,917)
Amounts recognized in accumulated other comprehensive loss, net of tax consist of:
Net actuarial gain (loss)		(174)		(3,583)
Net amount recognized in accumulated other comprehensive loss, net of tax	$	(174)	$	(3,583)

Plans with underfunded or non-funded accumulated benefit obligation:
Aggregate projected benefit obligation	$	64,289	$	61,732
Aggregate accumulated benefit obligation	$	64,289	$	61,732
Aggregate fair value of plan assets	$	52,081	$	45,694

(a)	An immaterial change was made in the benefit obligation at beginning of year 2023 compared to the benefit obligation at end of year 2022 on account of inclusion of payroll tax liability on Norway pension plan.

(b)

Consolidated balance of $13.2 million as of December 31, 2023 includes pension liabilities of $10.1 million, $1.6 million, $(1.0) million and $1.5 million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $1.0 million. Consolidated balance of $16.9 million as of December 31, 2022 includes pension liabilities of $13.7 million, $1.7 million, $1.2 million and $(0.6) million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $0.8 million.

Tax Effect on Accumulated Other Comprehensive Loss

As of December 31, 2023 and 2022, the Company recorded actuarial losses of $0.2 million and $3.6 million in accumulated other comprehensive loss on the consolidated balance sheets, respectively, which is net of a deferred tax benefit of $2.0 million for each period.

Pension and Postretirement Expense

The components of the net periodic benefit cost are as follows:


	Year ended December 31,
	2023		2022
Service cost	$	37	$	53
Interest cost		3,050		1,910
Expected return on plan assets		(2,717)		(2,856)
Amortization:
Amortization of prior service cost		124		273
Amortization of net loss		1,664		1,616
Net periodic benefit cost	$	2,158	$	996

Valuation

The Company uses the corridor approach and projected unit credit method in the valuation of its defined benefit plans for the UK, Germany, and Norway. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions. For defined benefit pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over 9 years. Similarly, the Company used the Projected Unit Credit Method for the German Plan, and evaluated the assumptions used to derive the related benefit obligations consisting primarily of financial and demographic assumptions including commencement of employment, biometric decrement tables, retirement age, staff turnover. The projected unit credit method determines the present value of the Company’s defined benefit obligations and related service costs by taking into account each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately in building up the final obligation. Benefit is attributed to periods of service using the plan’s benefit formula, unless an employee’s service in later years will lead to a materially higher of benefit than in earlier years, in which case a straight-line basis is used.

The following tables set forth the principal actuarial assumptions used to determine benefit obligation and net periodic benefit costs:


	December 31,
	2023		2022		2023		2022		2023		2022		2023		2022

	UK				Germany				Norway				Asterion
Weighted-average assumptions used to determine benefit obligations:
Discount rate	4.80	%	5.00	%	3.16	%	3.80	%	3.10	%	3.00	%	3.16	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A		3.50	%	3.50	%	N/A		N/A
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	5.00	%	1.80	%	3.16	%	3.80	%	3.10	%	3.00	%	3.16	%	3.80	%
Expected asset return	5.87	%	3.45	%	N/A		N/A	%	4.45	%	4.15	%	3.16	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A		3.50	%	3.50	%	N/A		N/A

The Germany plan is an unfunded plan and therefore has no plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time (10 to 20 years) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions.

The Company assumed a weighted average expected long-term rate of return on plan assets for the overall scheme of 5.79%. The Company’s long-term expected rate of return on cash is determined by reference to UK

government 10 year bond yields at the balance sheet dates. The long-term expected return on bonds is determined by reference to corporate bond yields at the balance sheet date. The long-term expected rate of return on equities and diversified growth funds is based on the rate of return on UK long dated government bonds with an allowance for out-performance. The long-term expected rate of return on the liability driven investments holdings is determined by reference to UK government 20 year bond yields at the balance sheet date.

The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan’s liabilities. The index utilized reflected the market’s yield requirements for these types of investments.

The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the government’s target rate for inflation (CPI) at 2.3%. The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the time scale covered, may not necessarily be borne out in practice.

Plan Assets

The investment objective for the plan is to earn, over moving fifteen to twenty year periods, the long-term expected rate of return, net of investment fees and transaction costs, to satisfy the benefit obligations of the plan, while at the same time maintaining sufficient liquidity to pay benefit obligations and proper expenses, and meet any other cash needs, in the short-to medium-term.

The Company’s investment policy related to the defined benefit plan is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the fund. No specific targeted allocation percentages have been set by category, but are set at the direction and discretion of the plan trustees. The weighted average allocation of plan assets by asset category is as follows:


	December 31,
	2023		2022
U.K. and other international equities	27.3	%	27.0	%
U.K. government and corporate bonds	5.1		5.5
Diversified growth fund	15.1		18.5
Liability driven investments	50.9		44.3
Multi-asset credit fund	1.6		4.7
Total	100.0	%	100.0	%

The following tables set forth, by category and within the fair value hierarchy, the fair value of the Company’s pension assets at December 31, 2023 and 2022:


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Asset Category:
Cash	$	941	$	941	$	—	$	—
Equity funds:
U.K.		—		—		—		—
Other international		13,297		—		13,297		—
Fixed income securities:
Corporate bonds / U.K. Gilts		2,671		—		2,671		—
Other investments:
Diversified growth fund		7,846		—		7,846		—
Liability driven investments		26,488		—		26,488		—
Multi-asset credit fund		838		—		838		—
Total fair value	$	52,081	$	941	$	51,140	$	—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Asset Category:
Cash	$	932	$	932	$	—	$	—
Equity funds:
U.K.		—		—		—		—
Other international		11,400		—		11,400		—
Fixed income securities:
Corporate bonds / U.K. Gilts		2,529		—		2,529		—
Other investments:
Diversified growth fund		8,417		—		8,417		—
Liability driven investments		20,258		—		20,258		—
Multi-asset credit fund		2,158		—		2,158		—
Total fair value	$	45,694	$	932	$	44,762	$	—

The plan assets are categorized as follows, as applicable:

Level 1: Any asset for which a unit price is available and used without adjustment, cash balances, etc.

Level 2: Any asset for which the amount disclosed is based on market data, for example a fair value measurement based on a present value technique (where all calculation inputs are based on data).

Level 3: Other assets. For example, any asset value with a fair value adjustment made not based on available indices or data.

Employer Contributions

The Company’s funding is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $3.0 million and $2.9 million to its pension plans during the years ended December 31, 2023 and 2022, respectively. The Company has fully funded the pension plans for 2023 based on current plan provisions. The Company expects to contribute $2.7 million to the pension plans during 2024, based on current plan provisions.

Estimated Future Benefit Payments

The estimated future pension benefit payments expected to be paid to plan participants are as follows:


	Estimated
	Benefit
	Payments
Year ended December 31,
2024	$	2,161
2025		2,781
2026		2,800
2027		3,122
2028		3,537
2029 – 2033		18,062
Total	$	32,463

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Accounts Receivable

12 Months Ended

Dec. 31, 2023

Accounts Receivable.

Accounts Receivable

5. Accounts Receivable

Accounts receivable, net consist of the following:


	December 31,
	2023		2022
Billed receivables	$	50,926	$	72,852
Unbilled receivables		23,876		25,741
Other		8,719		9,425
Less: Allowance for credit losses		(6,628)		(6,402)
	$	76,893	$	101,616

Unbilled receivables represent balances recognized as revenue that have not been billed to the customer. The Company’s allowance for credit losses is based on a policy developed by historical experience and management judgment. Adjustments to the allowance for credit losses may occur based on market conditions or specific client circumstances.

Long-Term Debt and Credit Facilities - Repurchases (Details) - USD ($) $ in Thousands			12 Months Ended
	Jul. 11, 2023	Mar. 07, 2022	Dec. 31, 2023	Dec. 31, 2022
Net cash consideration			$ 11,858	$ 4,712
Gain on early extinguishment of debt, net			16,129	(4,522)
Revolving Loan Exchange and Prepayment Agreement
Write off of previously recognized debt issuance costs		$ 200
Senior Secured Notes Due2023 Member
Repurchase of principal amount			13,800
Net cash consideration			4,400
Gain on early extinguishment of debt, net			9,900
Write off of previously recognized debt issuance costs			100
2023 Term Loans
Repurchase of principal amount			15,100
Net cash consideration			8,000
Gain on early extinguishment of debt, net			7,100
2023 Term Loans \| Maximum
Write off of previously recognized debt issuance costs			100
Exchange Notes
Repurchase of principal amount				15,000
Net cash consideration				4,700
Gain on early extinguishment of debt, net				5,300
Original issue discount written off				5,000
Write off of previously recognized debt issuance costs				$ 100
2023 Term Loans
Gain on early extinguishment of debt, net			$ 600
2023 Term Loans \| Senior Secured Notes Due2023 Member
Gain on early extinguishment of debt, net	$ 600

Stock-Based Compensation - Market Performance Units (Details) - Market Performance Units - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Sep. 14, 2021	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of the awards		$ 1,820.00	$ 1,820.00
Unrecognized compensation expense		$ 0.9
Compensation expense		$ 0.9	$ 0.9
Share Price (Less or equal to $40.00 per share)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		0.00%
Share Price		$ 8,000
Tranche 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
Share Price	$ 40,000
Number of consecutive trading days	60 days
Number of non-consecutive trading days	90 days
Number of trading days under arrangement	180 days
Fair value of the awards		5,920
Modification date fair value		1,760
Tranche 1 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price		8,000
Tranche 1 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price		$ 40,000
Tranche 1 \| Share Price (Less or equal to $200 per share)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		100.00%
Share Price		$ 40,000
Tranche 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
Share Price	$ 80,000
Number of consecutive trading days	60 days
Number of non-consecutive trading days	90 days
Number of trading days under arrangement	180 days
Consideration for forfeited unearned shares		$ 0.0
Fair value of the awards		$ 6,040
Modification date fair value		1,880
Tranche 2 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price		$ 80,000
Tranche 2 \| Share Price (Less or equal to $400 per share)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage		100.00%
Share Price		$ 80,000

Long-Term Debt and Credit Facilities - Senior Credit Facilities (Details) - USD ($) $ in Thousands					12 Months Ended
	Jul. 11, 2023	Dec. 09, 2021	Apr. 16, 2019	Jul. 13, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 12, 2017
Long-Term Debt and Credit Facilities.
Total debt					$ 1,060,609	$ 1,096,837
Amount of cash payment					48,529	66,471
Gain on early extinguishment of debt, net					16,129	$ (4,522)
Outstanding balance of debt					948,030
Senior Secured Notes Due2026 Member
Long-Term Debt and Credit Facilities.
Debt instrument face amount exchanged	$ 956,000	$ 662,700
Senior Secured Notes Due2023 Member
Long-Term Debt and Credit Facilities.
Amount of facility								$ 1,000,000
Interest rate (in percent)								10.00%
Gain on early extinguishment of debt, net					$ 9,900
Outstanding balance of debt		912,700
New Notes Issued Under2023 Exchange Member
Long-Term Debt and Credit Facilities.
Amount of facility	764,800
Public exchange offer per $1,000 of principal amount	800
Debt instrument, exchange equivalent per principal amount denominator	1,000
London Interbank Offered Rate
Long-Term Debt and Credit Facilities.
Applicable margin rate					6.50%
2023 Term Loans
Long-Term Debt and Credit Facilities.
Amount of facility								$ 350,000
Original issue discount								7,000
Total debt	48,400
Amount exchanged for cash		$ 84,300
Amount of cash payment	44,800
Gain on early extinguishment of debt, net					$ 600
2023 Term Loans \| Senior Secured Notes Due2026 Member
Long-Term Debt and Credit Facilities.
Applicable margin rate					5.50%
2023 Term Loans \| New 11.500% First-Priority Senior Secured Notes Due 2026
Long-Term Debt and Credit Facilities.
Amount of facility	$ 3,000
Interest rate (in percent)	11.50%	11.50%
2023 Term Loans \| Senior Secured Notes Due2023 Member
Long-Term Debt and Credit Facilities.
Gain on early extinguishment of debt, net	$ 600
2023 Term Loans \| Federal funds
Long-Term Debt and Credit Facilities.
Applicable margin rate					0.50%
2023 Term Loans \| Base rate \| New 11.500% First-Priority Senior Secured Notes Due 2026
Long-Term Debt and Credit Facilities.
Amount exchanged for Notes		$ 127,800
2023 Term Loans \| London Interbank Offered Rate
Long-Term Debt and Credit Facilities.
Floor interest rate					1.00%
Repricing Term Loans
Long-Term Debt and Credit Facilities.
Total debt				$ 343,400
2018 Incremental Term Loans
Long-Term Debt and Credit Facilities.
Amount borrowed				$ 30,000
2019 Incremental Term Loans
Long-Term Debt and Credit Facilities.
Amount borrowed			$ 30,000
Senior secured revolving facility
Long-Term Debt and Credit Facilities.
Maximum borrowing capacity							$ 100,000	$ 100,000
Letters of credit outstanding							$ 500
Senior secured revolving facility \| One-month adjusted LIBOR
Long-Term Debt and Credit Facilities.
Applicable margin rate					1.00%

Stock-Based Compensation - Summary of activity for the Market Performance RSUs (Details) - Market Performance Units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Units
Balance at the beginning of the period	2,125
Balance at the end of the period	2,125	2,125
Weighted Average Grant Date Fair Value
Balance at the beginning of the period	$ 1,820.00
Balance at the end of the period	$ 1,820.00	$ 1,820.00
Weighted Average Period Over Which Expected to be Recognized
Weighted average remaining contractual life (in years)	11 months 23 days	1 year 11 months 23 days

Basis of Presentation and Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Research and development costs	$ 1.2	$ 1.5

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment, Net

Schedule of property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation and amortization



	Estimated Useful Lives	December 31,
	(in Years)	2023		2022
Land	N/A	$	6,288	$	6,687
Buildings and improvements	7 – 40		23,316		24,307
Leasehold improvements	Shorter of life of improvement or lease term		37,930		37,383
Vehicles	5 – 7		443		289
Machinery and equipment	5 – 15		25,755		26,820
Computer equipment and software	3 – 8		103,011		108,898
Furniture and fixtures	5 – 15		8,597		8,574
Finance lease right-of-use assets	Shorter of life of the asset or lease term		66,168		66,256
			271,508		279,214
Less: Accumulated depreciation and amortization			(213,142)		(207,520)
Property, plant and equipment, net		$	58,366	$	71,694

Stock-Based Compensation - Stock Incentive Plan (Details) - shares	Dec. 31, 2023	Dec. 31, 2022	Jun. 27, 2022	Jan. 17, 2018
Exela 2018 Stock Incentive Plan
Common stock shares authorized	1,600,000,000	1,600,000,000
2018 Plan
Exela 2018 Stock Incentive Plan
Common stock shares authorized			4,462	694
2018 Plan \| Maximum
Exela 2018 Stock Incentive Plan
Common stock shares authorized				694

Description of the Business

12 Months Ended

Dec. 31, 2023

Description of the Business

Description of the Business

1. Description of the Business

Organization

Exela Technologies, Inc. (the “Company” or “Exela”) is a global provider of transaction processing solutions, enterprise information management, document management and digital business process services. The Company provides mission-critical information and transaction processing solutions services to clients across three major industry verticals: (1) Information & Transaction Processing, (2) Healthcare Solutions, and (3) Legal and Loss Prevention Services. The Company manages information and document driven business processes and offers solutions and services to fulfill specialized knowledge-based processing and consulting requirements, enabling clients to concentrate on their core competencies. Through its outsourcing solutions, the Company enables businesses to streamline their internal and external communications and workflows.

The Company was originally incorporated in Delaware on July 15, 2014 as a special purpose acquisition company under the name Quinpario Acquisition Corp 2 (“Quinpario”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Quinpario and one or more businesses or entities. On July 12, 2017 (the “Closing”), the Company consummated its business combination with SourceHOV Holdings, Inc. (“SourceHOV”) and Novitex Holdings, Inc. (“Novitex”) pursuant to the Business Combination Agreement, dated February 21, 2017, among the Company, Quinpario Merger Sub I, Inc., Quinpario Merger Sub II, Inc., SourceHOV, Novitex, HOVS LLC, HandsOn Fund 4 I, LLC and Novitex Parent, L.P., as amended (the “Novitex Business Combination”). In connection with the Closing, the Company changed its name from Quinpario Acquisition Corp 2 to Exela Technologies, Inc. Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Novitex Business Combination, “Quinpario” refers to the Company prior to the closing of the Novitex Business Combination, “SourceHOV” refers to SourceHOV prior to the Novitex Business Combination or SourceHOV on a standalone basis and “Novitex” refers to Novitex prior to the Novitex Business Combination.

Fair Value Measurement (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
2023 Term Loans
Assets and liabilities measured at fair value
Fair value percentage		64.00%
2023 notes
Assets and liabilities measured at fair value
Fair value percentage		65.00%
2026 notes
Assets and liabilities measured at fair value
Fair value percentage	24.00%	15.50%
New Notes
Assets and liabilities measured at fair value
Fair value percentage	16.50%
Carrying Amount \| XBP Europe, Inc. [Member] \| Private Warrants [Member]
Carrying amounts and estimated fair values of financial instruments
Private warrants liability of XBP Europe	$ 50
Carrying Amount \| Recurring assets and liabilities
Carrying amounts and estimated fair values of financial instruments
Long-term debt	1,030,580	$ 942,035
Current portion of long-term debts	30,029	154,802
Fair Value \| XBP Europe, Inc. [Member] \| Private Warrants [Member]
Carrying amounts and estimated fair values of financial instruments
Private warrants liability of XBP Europe	50
Fair Value \| Level 3 \| XBP Europe, Inc. [Member] \| Private Warrants [Member]
Carrying amounts and estimated fair values of financial instruments
Private warrants liability of XBP Europe	50
Fair Value \| Recurring assets and liabilities
Carrying amounts and estimated fair values of financial instruments
Long-term debt	216,213	184,968
Current portion of long-term debts	30,029	121,893
Fair Value \| Recurring assets and liabilities \| Level 2
Carrying amounts and estimated fair values of financial instruments
Long-term debt	216,213	184,968
Current portion of long-term debts	$ 30,029	$ 121,893

Employee Benefit Plans - Tax Effect on Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Amounts in Accumulated Other Comprehensive Loss Expected to be Recognized in Net Periodic Benefit Costs
Net actuarial loss	$ 0.2	$ 3.6
Deferred tax benefit	$ 2.0	$ 2.0

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Intangible Assets and Goodwill

Schedule of intangible assets


	Weighted Average	December 31, 2023
	Remaining Useful Life	Gross Carrying		Accumulated		Intangible
	(in Years)	Amount (a)		Amortization		Asset, net
Customer relationships	8.4	$	507,930	$	(380,580)	$	127,350
Developed technology	1.2		88,554		(88,085)		469
Patent	0.2		15		(14)		1
Trade names (b)	Indefinite-lived		5,300		—		5,300
Outsource contract costs	2.5		17,734		(16,334)		1,400
Internally developed software	2.6		56,066		(43,499)		12,567
Purchased software	10.0		26,749		(8,916)		17,833
Intangibles, net		$	702,348	$	(537,428)	$	164,920


	Weighted Average	December 31, 2022
	Remaining Useful Life	Gross Carrying		Accumulated		Intangible
	(in Years)	Amount (a)		Amortization		Asset, net
Customer relationships	9.0	$	507,723	$	(351,240)	$	156,483
Developed technology	2.1		88,553		(88,000)		553
Patent	1.2		15		(6)		9
Trade names (b)	Indefinite-lived		8,400		(3,100)		5,300
Outsource contract costs	3.0		17,184		(15,509)		1,675
Internally developed software	2.9		52,441		(35,095)		17,346
Purchased software	11.0		26,749		(7,133)		19,616
Intangibles, net		$	701,065	$	(500,083)	$	200,982

(a)	Amounts include intangibles acquired in business combinations and asset acquisitions.

(b)	The carrying amount of trade names for 2023 and 2022 is net of accumulated impairment losses of $44.1 million. Carrying amount of $5.3 million as at December 31, 2023 represents indefinite-lived intangible asset.

Schedule of estimated intangibles amortization expense


	Estimated
	Amortization
	Expense
2024	$	33,031
2025		25,443
2026		21,001
2027		17,259
2028		13,686
Thereafter		49,200
	$	159,620

Schedule of goodwill by reporting segment


	Balances as at January 1, 2023 (a)			Additions		Deletions			Impairments		Currency Translation Adjustments		Balances as at December 31, 2023 (a)
ITPS	$	81,151	$	—	$	(16,500)	(b)	$	—	$	150	$	64,801
HS		86,786		—		—			—		—		86,786
LLPS		18,865		—		—			—		—		18,865
Total	$	186,802	$	—	$	(16,500)		$	—	$	150	$	170,452

	Balances as at January 1, 2022 (a)			Additions		Deletions			Impairments		Currency Translation Adjustments		Balances as at December 31, 2022 (a)
ITPS	$	252,672	$	—	$	—		$	(171,182)	$	(339)	$	81,151
HS		86,786		—		—			—		—		86,786
LLPS		18,865		—		—			—		—		18,865
Total	$	358,323	$	—	$	—		$	(171,182)	$	(339)	$	186,802

(a)

(b)	The deletion in goodwill is due to derecognition of allocated goodwill on sale of the high-speed scanner business in the second quarter of 2023. Refer to Note 3— Sale of Non-Core Assets and Merger Agreement.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Income Taxes - Components And Provisions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Components income/ (loss) before income taxes
United States	$ (118,894)	$ (422,136)
Foreign	3,329	10,754
Loss before income taxes	(115,565)	(411,382)
Provision for federal, state, and foreign income taxes
Federal - Deferred	666	(1,597)
State - Current	1,161	636
State - Deferred	(154)	(123)
Foreign - Current	8,755	3,416
Foreign - Deferred	(1,560)	1,867
Income tax expense	$ 8,868	$ 4,199

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Summary of the status of restricted stock units


				Average
		Weighted		Remaining
	Number	Average Grant		Contractual Life
	of Units	Date Fair Value		(Years)
Outstanding Balance as of December 31, 2022	8	$	6,600.00	1.00
Granted	—		—
Forfeited	—		—
Vested	—		—
Outstanding Balance as of December 31, 2023 (1)	8	$	6,600.00	—

(1) All of these outstanding restricted stock units shall vest on the date of the annual general meeting for the year 2023.

Schedule of stock option activity


						Average
		Weighted		Weighted		Remaining
		Average Grant		Average		Vesting Period
	Outstanding	Date Fair Value		Exercise Price		(Years)
Outstanding Balance as of December 31, 2022	352	$	22,554.25	$	47,117.77	0.20
Granted	—		—
Exercised	—		—
Forfeited	(39)		25,242.00
Expired	—		—
Outstanding Balance as of December 31, 2023 (1)	313	$	22,224.00	$	46,485.00	0.02

(1) 303 of the outstanding options are exercisable as of December 31, 2023. Exercise prices of all of the outstanding options as of December 31, 2023 were higher than the market price of the shares of the Company. Therefore, aggregate intrinsic value was zero.

Summary of activity for the market performances of RSU


				Remaining Service
		Weighted		Period Over
	Number	Average		Which Expected
	of Units	Fair Value		to be Recognized
Outstanding Balance as of December 31, 2022	2,125	$	1,820.00	1.98
Granted	—		—
Forfeited	—		—
Vested	—		—
Outstanding Balance as of December 31, 2023	2,125	$	1,820.00	0.98

Related-Party Transactions - Subscription Agreements (Details) - Subscription Agreements - Par Chadha $ in Millions	Aug. 11, 2022 USD ($) shares
Related Party Transaction [Line Items]
Issuance of Common Stock (in shares) \| shares	355
Proceeds from issuance of Common Stock \| $	$ 0.1

Stockholders' Equity - Preferred Stock (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	May 12, 2023 shares	Dec. 31, 2023 USD ($) director $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 23, 2023 USD ($)	May 17, 2022 $ / shares	Jul. 12, 2017 USD ($)
Preferred Stock
Preferred stock, shares authorized		20,000,000	20,000,000
Preferred Stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Dividends, Preferred Stock \| $		$ 4,700	$ 3,600
Dividends paid \| $			$ 2,532
Conversion of shares (in shares)	1
Reverse stock split	0.005
Series A Preferred Stock
Preferred Stock
Preferred stock, shares authorized		2,800,000
Preferred stock, shares outstanding		2,778,111	2,778,111
Preferred Stock, par value (in dollars per share) \| $ / shares		$ 0.0001
Preferred Stock, cumulative dividends rate (in percentage)		10.00%
Accumulated preferred stock, Dividends \| $		$ 4,000	$ 3,600
Additional common stock issuable upon conversion of remaining convertible shares		403
Cumulative accrued but unpaid dividends \| $						$ 19,900
Per share average of cumulative preferred dividends (in dollars per share) \| $ / shares		$ 7.2
Reverse stock split		0.000145
Series B Preferred Stock
Preferred Stock
Preferred stock, shares authorized		8,100,000
Preferred stock, shares outstanding		3,029,900	0
Preferred Stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001
Accumulated preferred stock, Dividends \| $			$ 2,500
Conversion of Series A Preferred stock to common shares		3,029,900
Conversion of shares (in shares)		16,320
Cumulative accrued but unpaid dividends \| $				$ 5,900
Per share average of cumulative preferred dividends (in dollars per share) \| $ / shares		$ 1.93
Reverse stock split		0.005386
Preferred stock cumulative dividend		6.00%
Number of directors \| director		1
Number of directors in arrears \| director		8

Accrued Liabilities and Other Long-Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities and Other Long-Term Liabilities

Schedule of accrued liabilities


	December 31,
	2023		2022
Accrued taxes (exclusive of income taxes)	$	9,470	$	9,797
Accrued lease exit obligations		5,110		—
Accrued professional, legal fees and other expenses		34,342		37,366
Accrued legal reserve for pending litigation		10,333		10,322
Accrued transaction costs		2,764		2,763
Other accruals		1,680		1,092
	$	63,699	$	61,340

Schedule of other Long-term liabilities


	December 31,
	2023		2022
Deferred revenue	$	1,008	$	1,180
Accrued lease exit obligations		373		373
Accrued compensation expense		766		1,021
Private warrants liability of XBP Europe		50		—
Customer deposits under long term contracts		2,382		2,409
Other		1,232		1,121
	$	5,811	$	6,104

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (124,433)	$ (415,581)
Adjustments to reconcile net loss
Depreciation and amortization	60,535	71,831
Original issue discount, debt premium and debt issuance cost amortization	5,411	15,261
Interest paid on BR Exar Facility	10,754
Debt modification and extinguishment gain, net	(17,534)	(1,803)
Impairment of goodwill and other intangible assets		171,182
Impairment of operating lease right-of-use assets	1,942
Credit loss expense	4,486	1,573
Deferred income tax provision	(1,048)	147
Share-based compensation expense	115	970
Unrealized foreign currency gain	(70)	(1,288)
(Gain) loss on sale of assets	(7,044)	707
Change in operating assets and liabilities
Accounts receivable	22,729	77,650
Prepaid expenses and other current assets	5,523	(7,813)
Accounts payable and accrued liabilities	63,711	(520)
Related party payables	(71)	945
Additions to outsource contract costs	(539)	(423)
Net cash provided by (used in) operating activities	3,556	(87,162)
Cash flows from investing activities
Purchase of property, plant and equipment	(8,075)	(18,299)
Additions to patents		(15)
Additions to internally developed software	(3,818)	(3,650)
Proceeds from sale of assets	29,811	194
Net cash provided by (used in) investing activities	17,918	(21,770)
Cash flows from financing activities
Cash received in exchange for the issuance of noncontrolling interest shares in XBP Europe	5,205
Cash paid for equity issuance costs from at the market offerings	(2,232)	(9,482)
Dividend paid on Series B Preferred Stock		(2,532)
Payment for fractional shares on reverse stock split	(31)
Repurchases of Common Stock for retirement		(487)
Borrowings under factoring arrangement and Securitization Facility	88,396	123,353
Principal repayment on borrowings under factoring arrangement and Securitization Facility	(92,536)	(216,812)
Cash paid for withholding taxes on vested RSUs		(135)
Lease terminations		3
Cash paid for debt issuance costs	(8,496)	(7,125)
Principal payments on finance lease obligations	(4,570)	(5,523)
Repayments under revolving facility		(49,477)
Proceeds from issuance of July 2026 Notes		70,269
Borrowings from other loans	8,709	10,095
Cash paid for debt repurchases	(11,858)	(4,712)
Proceeds from Senior secured term loan	40,000
Proceeds from Second Lien Note	31,500
Repayment of BRCC term loan	(48,529)	(66,471)
Principal repayments on senior secured term loans and other loans	(83,787)	(30,717)
Net cash provided by (used in) financing activities	624	106,639
Effect of exchange rates on cash, restricted cash and cash equivalents	(12)	(700)
Net increase (decrease) in cash, restricted cash and cash equivalents	22,086	(2,993)
Cash, restricted cash, and cash equivalents
Beginning of period	45,067	48,060
End of period	67,153	45,067
Supplemental cash flow data:
Income tax payments, net of refunds received	5,494	5,790
Interest paid	111,835	98,602
Noncash investing and financing activities:
Assets acquired through right-of-use arrangements	405	4,790
Issuance of April 2026 Notes in exchange of July 2026 Notes	764,800
Issuance of April 2026 Notes in exchange of 2023 term loan	2,963
Accrued PIK interest paid through issuance of PIK Notes	44,146
Common Stock exchanged for Series B Preferred Stock		6
Accrued liability for true-up obligation settled through the issuance of July 2026 Notes		10,351
Accrued capital expenditures	2,261	1,851
BR EXAR
Cash flows from financing activities
Borrowings under revolving facility	42,539
Repayments under revolving facility	(42,546)
Revolving Credit Facility BRCC Term Loan
Cash flows from financing activities
Borrowings under revolving facility	9,600	20,000
Private Placement
Cash flows from financing activities
Proceeds from issuance of Common Stock		55
At the Market Offering
Cash flows from financing activities
Proceeds from issuance of Common Stock	69,260	$ 276,337
XBP Europe's
Adjustments to reconcile net loss
Fair value adjustment for private warrants liability of XBP Europe	$ 597

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue	$ 1,064,124	$ 1,077,157
Cost of revenue (exclusive of depreciation and amortization)	833,422	877,474
Selling, general and administrative expenses (exclusive of depreciation and amortization)	150,672	176,524
Depreciation and amortization	60,535	71,831
Impairment of goodwill and other intangible assets		171,182
Operating profit (loss)	8,051	(228,777)
Other expense (income), net:
Interest expense, net	139,656	164,870
Debt modification and extinguishment costs (gain), net	(16,129)	4,522
Sundry expense (income), net	973	(957)
Other expense (income), net	(884)	14,170
Loss before income taxes	(115,565)	(411,382)
Income tax expense	(8,868)	(4,199)
Net loss	(124,433)	(415,581)
Net profit (loss) attributable to noncontrolling interest in XBP Europe, net of taxes	723
Net loss attributable to Exela Technologies, Inc.	(125,156)	(415,581)
Net loss attributable to common stockholders	$ (133,835)	$ (422,834)
Basic (in dollars per share)	$ (22.37)	$ (1,372.98)
Diluted (in dollars per share)	$ (21.11)	$ (1,372.98)
Series A Preferred Stock
Other expense (income), net:
Cumulative dividends	$ (3,961)	$ (3,588)
Series B Preferred Stock
Other expense (income), net:
Cumulative dividends	(4,718)	(3,665)
Related party
Related party expense	$ 11,444	$ 8,923

Fair Value Measurement - Net assets and liabilities (Details) $ in Thousands	1 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value Measurement
Balance at the beginning of period	$ 647
Reduction in the fair value of the private warrants liability of XBP Europe	$ (597)
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Balance at the end of period	$ 50

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventories

Schedule of inventories


	December 31,
	2023		2022
Work in process	$	1,034	$	1,178
Finished goods		7,682		10,804
Supplies and parts		7,476		8,991
Less: Allowance for obsolescence		(4,690)		(4,125)
		11,502		16,848

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

Stock-Based Compensation

16. Stock-Based Compensation

Exela 2018 Stock Incentive Plan

On January 17, 2018, Exela’s 2018 Stock Incentive Plan (the “2018 Plan”) became effective. The 2018 Plan provides for the grant of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other stock-based compensation to eligible participants. The Company was initially authorized to issue up to 694 shares of Common Stock under the 2018 Plan. On June 27, 2022, the shareholders of the Company approved our Amended and Restated 2018 Stock Incentive Plan increasing the number of shares of Common Stock reserved for issuance from an original 694 shares to 4,462.

Restricted Stock Unit Grants

Restricted stock unit awards generally vest ratably over a one to two year period. Restricted stock units are subject to forfeiture if employment or service terminates prior to vesting and are expensed ratably over the vesting period.

A summary of restricted stock unit activities under the 2018 Plan for the year ended December 31, 2023 is summarized in the following table:


				Average
		Weighted		Remaining
	Number	Average Grant		Contractual Life
	of Units	Date Fair Value		(Years)
Outstanding Balance as of December 31, 2022	8	$	6,600.00	1.00
Granted	—		—
Forfeited	—		—
Vested	—		—
Outstanding Balance as of December 31, 2023 (1)	8	$	6,600.00	—

(1) All of these outstanding restricted stock units shall vest on the date of the annual general meeting for the year 2023.

Options

Under the 2018 Plan, stock options are granted at a price per share not less than 100% of the fair market value per share of the underlying stock at the grant date. The vesting period for each option award is established on the grant date, and the options generally expire 10 years from the grant date. Options granted under the 2018 Plan generally require no less than a two or four year ratable vesting period. Stock option activity for the year 2023 is summarized in the following table:


						Average
		Weighted		Weighted		Remaining
		Average Grant		Average		Vesting Period
	Outstanding	Date Fair Value		Exercise Price		(Years)
Outstanding Balance as of December 31, 2022	352	$	22,554.25	$	47,117.77	0.20
Granted	—		—
Exercised	—		—
Forfeited	(39)		25,242.00
Expired	—		—
Outstanding Balance as of December 31, 2023 (1)	313	$	22,224.00	$	46,485.00	0.02

As of December 31, 2023, there was less than $0.1 million of total unrecognized compensation expense related to non-vested restricted stock unit awards and stock option awards under the 2018 Plan, which will be recognized over the respective service period. Stock-based compensation expense is recorded within selling, general, and administrative expenses. The Company recorded compensation expense of $(0.8) million and $1.0 million related to restricted stock unit awards and stock option awards under the 2018 Plan awards for the years ended December 31, 2023 and 2022, respectively. The Company reversed compensation expense of $0.6 million on account of agreed cancellation of Common Stock issued for Director’s vested restricted stock units during the year ended December 31, 2022.

Market Performance Units

On September 14, 2021, the Company granted its Executive Chairman performance units with a market performance condition, which are notional units representing the right to receive one share of Common Stock (or the

cash value of one share of Common Stock). At the election of the compensation committee of the Company, these performance units might be settled in cash or in shares of Common Stock.

Fifty percent of the performance units covered by the award will vest if, at any time during the period commencing September 14, 2021 and ending June 30, 2024, the volume weighted average of the reported closing price of the Common Stock is $40,000 per share or greater on (x) 60 consecutive trading days or (y) 90 non-consecutive trading days in any 180 day period (the “Tranche 1”). In addition, the remaining 50% of the performance units will vest if, at any time during the period commencing September 14, 2021 and ending June 30, 2025, the volume weighted average of the reported closing prices of the Common Stock is $80,000 per share or greater on (x) 60 consecutive trading days or (y) 90 non-consecutive trading days in any 180 day period (the “Tranche 2”). Any Tranche 1 and Tranche 2 units that are not earned by June 30, 2024 and June 30, 2025, respectively, will be forfeited for no consideration and will no longer be eligible to vest. In addition, if a change in control occurs prior to the applicable expiration date, if the performance units are assumed by the acquirer, the units will remain outstanding and eligible to vest based solely on his continued service to the Company. If in connection with such change in control the performance units are not assumed by an acquirer, a number of performance units will vest based on the per share price paid in the transaction, with 0% vesting if the per share price is equal to or less than $8,000 per share, and 100% of the Tranche 1 vesting if the per share price is equal to or greater than $40,000 and 100% of the Tranche 2 vesting if the per share price is equal to or greater than $80,000, and a number of Tranche 1 and Tranche 2 vesting determined based on a straight line interpolation if the share price is between $8,000 and $40,000 or $80,000, respectively. In addition, if there is a change in control that is principally negotiated and approved by, and recommended to the Company’s shareholders by, a special committee of independent directors which committee does not include the Executive Chairman, and neither he nor any of his affiliates is directly or indirectly an equity holder of the acquiring Company, and the Tranche 1 are not assumed by an acquirer in connection with such transaction, all of his then unvested Tranche 1 will vest, and the Tranche 2 would be eligible for the pro rata vesting described above. The Executive Chairman will remain eligible to earn his performance units so long as he remains engaged with the Company in any capacity, including as a non-employee director.

The fair value of per unit of the awards was determined to be $5,920 and $6,040 for Tranche 1 and Tranche 2, respectively, on the grant date by application of the Monte Carlo simulation model. On December 31, 2021, the modification date fair value of per unit of the awards was determined to be $1,760 and $1,880 for Tranche 1 and Tranche 2, respectively, by application of the Monte Carlo simulation model.

The following table summarizes the activity for the market performance restricted stock units for the year ended December 31, 2023:


				Remaining Service
		Weighted		Period Over
	Number	Average		Which Expected
	of Units	Fair Value		to be Recognized
Outstanding Balance as of December 31, 2022	2,125	$	1,820.00	1.98
Granted	—		—
Forfeited	—		—
Vested	—		—
Outstanding Balance as of December 31, 2023	2,125	$	1,820.00	0.98

As of December 31, 2023, there was approximately $0.9 million of total unrecognized compensation expense related to non-vested performance unit awards, which will be recognized over the requisite remaining service period. We recognized $0.9 million compensation expense associated with the performance unit award for each of the years ended December 31, 2023 and 2022.

Long-Term Debt and Credit Facilities - Maturities of long-term debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Maturities of long-term debt
2024	$ 30,296
2025	45,138
2026	871,576
2027	1,020
Total long-term debt	948,030
Less: Unamortized original issue discount, debt premium and debt issuance cost	112,579
Total debt	$ 1,060,609	$ 1,096,837

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Employee Benefit Plans

Schedule of change in benefit obligations, fair value of the plan assets and funded status of Company's pension plans and the amounts recognized in the Company's consolidated financial statements


	Year ended December,
	2023		2022
Change in Benefit Obligation:
Benefit obligation at beginning of period (a)	$	61,770	$	117,472
Service cost		37		53
Interest cost		3,050		1,910
Actuarial gain		(1,019)		(44,778)
Plan amendments		—		149
Benefits paid		(2,577)		(1,915)
Foreign-exchange rate changes		3,028		(11,159)
Benefit obligation at end of year	$	64,289	$	61,732

Change in Plan Assets:
Fair value of plan assets at beginning of period	$	45,694	$	89,972
Actual return on plan assets		3,559		(36,679)
Employer contributions		2,993		2,866
Benefits paid		(2,473)		(1,818)
Foreign-exchange rate changes		2,308		(8,647)
Fair value of plan assets at end of year		52,081		45,694
Funded status at end of year	$	(12,208)	$	(16,038)

Net amount recognized in the Consolidated Balance Sheets:
Pension liability, net (b)	$	(13,192)	$	(16,917)
Amounts recognized in accumulated other comprehensive loss, net of tax consist of:
Net actuarial gain (loss)		(174)		(3,583)
Net amount recognized in accumulated other comprehensive loss, net of tax	$	(174)	$	(3,583)

Plans with underfunded or non-funded accumulated benefit obligation:
Aggregate projected benefit obligation	$	64,289	$	61,732
Aggregate accumulated benefit obligation	$	64,289	$	61,732
Aggregate fair value of plan assets	$	52,081	$	45,694

(a)	An immaterial change was made in the benefit obligation at beginning of year 2023 compared to the benefit obligation at end of year 2022 on account of inclusion of payroll tax liability on Norway pension plan.

(b)

Schedule of components of the net periodic benefit cost


	Year ended December 31,
	2023		2022
Service cost	$	37	$	53
Interest cost		3,050		1,910
Expected return on plan assets		(2,717)		(2,856)
Amortization:
Amortization of prior service cost		124		273
Amortization of net loss		1,664		1,616
Net periodic benefit cost	$	2,158	$	996

Schedule of principal assumptions used to determine benefit obligation and net periodic benefit costs


	December 31,
	2023		2022		2023		2022		2023		2022		2023		2022

	UK				Germany				Norway				Asterion
Weighted-average assumptions used to determine benefit obligations:
Discount rate	4.80	%	5.00	%	3.16	%	3.80	%	3.10	%	3.00	%	3.16	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A		3.50	%	3.50	%	N/A		N/A
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	5.00	%	1.80	%	3.16	%	3.80	%	3.10	%	3.00	%	3.16	%	3.80	%
Expected asset return	5.87	%	3.45	%	N/A		N/A	%	4.45	%	4.15	%	3.16	%	3.80	%
Rate of compensation increase	N/A		N/A		N/A		N/A		3.50	%	3.50	%	N/A		N/A

Schedule of weighted average allocation of plan assets by asset category


	December 31,
	2023		2022
U.K. and other international equities	27.3	%	27.0	%
U.K. government and corporate bonds	5.1		5.5
Diversified growth fund	15.1		18.5
Liability driven investments	50.9		44.3
Multi-asset credit fund	1.6		4.7
Total	100.0	%	100.0	%

Schedule of fair value of pension assets


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Asset Category:
Cash	$	941	$	941	$	—	$	—
Equity funds:
U.K.		—		—		—		—
Other international		13,297		—		13,297		—
Fixed income securities:
Corporate bonds / U.K. Gilts		2,671		—		2,671		—
Other investments:
Diversified growth fund		7,846		—		7,846		—
Liability driven investments		26,488		—		26,488		—
Multi-asset credit fund		838		—		838		—
Total fair value	$	52,081	$	941	$	51,140	$	—


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Asset Category:
Cash	$	932	$	932	$	—	$	—
Equity funds:
U.K.		—		—		—		—
Other international		11,400		—		11,400		—
Fixed income securities:
Corporate bonds / U.K. Gilts		2,529		—		2,529		—
Other investments:
Diversified growth fund		8,417		—		8,417		—
Liability driven investments		20,258		—		20,258		—
Multi-asset credit fund		2,158		—		2,158		—
Total fair value	$	45,694	$	932	$	44,762	$	—

Schedule of estimated future benefit payments


	Estimated
	Benefit
	Payments
Year ended December 31,
2024	$	2,161
2025		2,781
2026		2,800
2027		3,122
2028		3,537
2029 – 2033		18,062
Total	$	32,463

Inventories

12 Months Ended

Dec. 31, 2023

Inventories

Inventories

4. Inventories

Inventories, net consist of the following:


	December 31,
	2023		2022
Work in process	$	1,034	$	1,178
Finished goods		7,682		10,804
Supplies and parts		7,476		8,991
Less: Allowance for obsolescence		(4,690)		(4,125)
		11,502		16,848

Related-Party Transactions - Invoicing Support and Collection Services (Details) - USD ($)			12 Months Ended
	Sep. 18, 2023	Sep. 01, 2023	Dec. 31, 2023
Related-Party Transactions
Revenue			$ 0
Affiliates \| DOW
Related-Party Transactions
Amount invoiced per month on insurance billing and denial management for medical bills generated after patients receive treatment		$ 2,000
Revenue	$ 1,400,000
Affiliates \| DOW \| Maximum
Related-Party Transactions
Revenue			$ 100,000
Affiliates \| DOW \| For accounts assigned within one year of service
Related-Party Transactions
Percentage of commission charged to collect past-due medical debts from its patients and insurance companies		15.00%
Affiliates \| DOW \| For accounts assigned after one year of service
Related-Party Transactions
Percentage of commission charged to collect past-due medical debts from its patients and insurance companies		25.00%

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Sale of Non-Core Assets and Merger Agreement (Details) - USD ($) $ in Thousands	Jun. 08, 2023	Dec. 31, 2023	Nov. 29, 2023
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, General and Administrative Expense.
Noncontrolling interest in XBP Europe		$ (3,332)
XBP Europe, Inc
Ownership percentage on acquisition			72.30%
Disposed of by sale not discontinued operations \| SourceHOV
Purchase price	$ 30,100
Disposed of goodwill	16,500
Pre-tax gain	$ 7,200

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Accounts receivable, net	$ 76,893	$ 101,616	$ 184,102
Deferred revenues	13,107	17,585	17,518
Customer deposits	23,838	16,955	17,707
Costs to obtain and fulfill a contract	1,400	1,674	$ 2,328
Unbilled receivables, net	23,876	25,741
Revenue recognized from deferred revenue	17,300	16,500
Amortization of contract costs	$ 900	$ 1,100
Practical expedient on incremental costs of obtaining contracts	true

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:


	December 31,
	2023		2022
Prepaids	$	23,425	$	23,347
Deposits		1,939		2,859
	$	25,364	$	26,206

Basis of Presentation and Summary of Significant Accounting Policies - Leases (Details)	12 Months Ended
	Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies
Options to terminate - operating lease	true
Options to extend - finance lease	true
Options to extend - operating lease	true
Options to terminate - finance lease	true

Stock-Based Compensation - Options (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jan. 18, 2018	Dec. 31, 2023	Dec. 31, 2022
2013 Plan and 2018 Plan \| Selling, general and administrative expense
Unrecognized compensation expense
Compensation expense		$ (0.8)	$ 1.0
2018 Plan
Unrecognized compensation expense
Reversed compensation expense		$ 0.6
Employee Stock Option [Member]
Outstanding
Exercised (in shares)		303
Employee Stock Option [Member] \| 2013 Plan and 2018 Plan \| Maximum
Unrecognized compensation expense
Unrecognized compensation expense		$ 0.1
Employee Stock Option [Member] \| 2018 Plan
Stock-based compensation
Minimum fair market value per share of underlying stock used to determine option grant price, as a percent	100.00%
Expiration of stock options	10 years
Outstanding
Outstanding Balance at beginning of the year (in shares)		352
Forfeited (in shares)		(39)
Outstanding Balance at the end of the year (in shares)		313	352
Weighted average Grant Date fair Value
Outstanding balance at the beginning of the period		$ 22,554.25
Forfeited		25,242.00
Outstanding balance at the end of the period		22,224.00	$ 22,554.25
Weighted Average Exercise Price
Outstanding Balance at the beginning of the year		47,117.77
Outstanding Balance at the end of the year (in shares)		$ 46,485.00	$ 47,117.77
Additional information
Average Remaining Vesting Period		7 days	2 months 12 days
Aggregate Intrinsic Value		$ 0.0
Employee Stock Option [Member] \| 2018 Plan \| Minimum
Stock-based compensation
Vesting period		2 years
Employee Stock Option [Member] \| 2018 Plan \| Maximum
Stock-based compensation
Vesting period		4 years

Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Goodwill
Beginning of Year Balance	$ 186,802	$ 358,323
Deletions	(16,500)
Impairments		(171,182)
Currency Translation Adjustments	150	(339)
End of Year Balance	170,452	186,802
Impairment of goodwill and other intangible assets		171,182
Impairment charge , including taxes		171,200
ITPS
Goodwill
Beginning of Year Balance	81,151	252,672
Deletions	(16,500)
Impairments		(171,182)
Currency Translation Adjustments	150	(339)
End of Year Balance	64,801	81,151
Accumulated impairment losses	487,700	487,700	$ 316,500
HS
Goodwill
Beginning of Year Balance	86,786	86,786
End of Year Balance	86,786	86,786
LLPS
Goodwill
Beginning of Year Balance	18,865	18,865
End of Year Balance	18,865	18,865
Accumulated impairment losses	$ 243,400	$ 243,400	$ 243,400

Related-Party Transactions - Subscription, Voting and Redemption Agreement (Details) - Special Voting Preferred Stock - GP-HGM LLC	Oct. 09, 2023 Vote $ / shares shares
Related Party Transaction [Line Items]
Shares issued \| shares	1,000,000
Common stock issued price	$ 100
Number of votes per share \| Vote	20,000
Special Voting Stock for an aggregate price	$ 100

Basis of Presentation and Summary of Significant Accounting Policies - Beneficial Conversion Feature (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2017
Basis of Presentation and Summary of Significant Accounting Policies
Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Dividend equivalent on Series A Preferred Stock	$ 0.0	$ 0.0	$ 16.4

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Apr. 02, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Entity File Number	001-36788
Entity Registrant Name	Exela Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-1347291
Entity Address, Address Line One	2701 E. Grauwyler Rd.
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75061
City Area Code	844
Local Phone Number	935-2832
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 29,598,891
Entity Common Stock, Shares Outstanding		6,365,351
Entity Central Index Key	0001620179
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	EISNERAMPER LLP
Auditor Firm ID	274
Auditor Location	Iselin, New Jersey
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $0.0001 per share
Trading Symbol	XELA
Security Exchange Name	NASDAQ
6.00% Series B Cumulative Convertible Perpetual Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	6.00% Series B Cumulative Convertible
Trading Symbol	XELAP
Security Exchange Name	NASDAQ

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The accompanying consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and XBP Europe Holdings, Inc. (“XBP Europe”), a publicly traded company that is majority-owned by the Company. All intercompany balances and transactions have been eliminated. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, Consolidation and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met.

Noncontrolling Interest

A noncontrolling interest in a subsidiary (minority interest) represents an ownership interest in the consolidated entity that is reported as equity in the consolidated financial statements and separate from the parent company’s equity. Net income/loss from a consolidated subsidiary attributable to noncontrolling interest in our consolidated subsidiary is reported as deductions/additions from/to net income/loss to arrive at net income/loss attributable to shareholders of the Company. Comprehensive income/loss attributable to the noncontrolling interest is reported as reductions/additions from/to comprehensive income/loss.

As described in Note 3, following the closing of the transactions in November 2023, the Company owns 72.3% of the outstanding capital stock of XBP Europe. XBP Europe's financial results have been consolidated with that of the Company for all periods presented as the Company is XBP Europe's controlling stockholder. The portion of the results of operations of XBP Europe allocable to its other owners is shown as net profit (loss) attributable to noncontrolling interest in XBP Europe, net of taxes, on the Company's consolidated statements of operations. Additionally, the cumulative portion of the results of operations of XBP Europe allocable to its other owners, along with the interest in the net assets of XBP Europe attributable to those other owners, is shown as noncontrolling interest in XBP Europe on the Company's consolidated balance sheets.

Use of Estimates in Preparation of the Financial Statements

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates and judgments relied upon in preparing these consolidated financial statements include, among others, revenue recognition for multiple element arrangements, allowance for expected credit losses, income taxes, depreciation, amortization, employee benefits, equity-based compensation, contingencies, goodwill, intangible assets, right of use assets, pension obligations, pension assets, and asset and liability valuations. The Company regularly assesses these estimates and records changes in estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Reverse Stock Split

On May 12, 2023, we effected a one-for-two hundred reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”). As a result of the Reverse Stock Split, every two hundred (200) shares of Common Stock issued and outstanding were automatically combined into one (1) share of issued and outstanding Common Stock, without any change in the par value per share. All information related to Common Stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

Going Concern

In accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its obligations as they become due within one year after the date that the financial statements are issued. As required under ASC 205-40, management’s evaluation should initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

In performing this evaluation, we concluded that under the standards of ASC 205-40 the following conditions raised substantial doubt about our ability to continue as a going concern:

●

a history of net losses, including net losses of $124.4 million for the year ended December 31, 2023;

●

working capital deficit of $213.7 million as of December 31, 2023;

●

an accumulated deficit of $2,084.1 million as of December 31, 2023; and

●

significant cash payments for interest on our long-term obligations.

The Company has undertaken and/or completed the following plans and actions to improve its available cash balances, liquidity or cash generated from operations:

●

identified and in the process of executing on significant cost savings for fiscal year 2024;

●

issued approximately $764.8 million aggregate principal amount of April 2026 Notes (as defined in Note 11 – Long-Term Debt and Credit Facilities) in exchange for $956.0 million aggregate principal amount of existing July 2026 Notes that provide flexibility to pay up to 50% of the interest payments in 2024 in April 2026 Notes;

●

executed a $40.0 million financing agreement with certain lenders with Blue Torch Finance LLC acting as an administrative agent and used proceeds to repay existing debt;

●

fully discharged $48.4 million of outstanding principal amount of 2023 Term Loans by issuing $3.0 million aggregate principal amount of April 2026 Notes and making cash payment of $44.8 million resulting in a debt extinguishment gain of $0.6 million. This reduced interest cost in subsequent periods;

●

fully repaid $9.0 million of outstanding principal amount of 2023 Notes in cash (see Note 11 – Long-Term Debt and Credit Facilities). This reduced interest cost in subsequent periods; and

●

completed the merger of its European business on November 29, 2023 (see Note 3 – Sale of Non-Core Assets and Merger Agreement for further details).

In addition to these actions, management has reviewed the Company's operational plans which include executing on price increases, projected growth of margins and cost containment activities. The Company will have to continue to maintain positive operating cash flows and restore profitability over the next twelve months and otherwise execute its business plan. However, the Company’s ability to execute its operational plans is uncertain and its ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, the Company’s performance and investor sentiment with respect to the Company and its industry and considering these factors are outside of the Company’s control, substantial doubt about the Company’s ability to continue as a going concern exists. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Insurance Settlements for Network Outage

During the second half of 2022, the Company experienced a network security incident impacting certain of the Company’s operational and information technology systems. The Company immediately took steps to isolate the impact and prevent additional systems from being affected, including taking large parts of its network offline as a precaution and thereby disrupting some access to our applications and services by our employees and customers. Promptly upon our detection of this incident, we initiated response and containment protocols and our security teams, supplemented by third party cyber forensic and defense firms, worked to remediate this incident. We notified law enforcement, contacted our customers to apprise them of the situation, and provided and will provide any notices that may be required by applicable law. We maintain a variety of insurance policies, including cyber insurance and business interruption insurance that have and may continue to partially off-set the costs related to this incident.

We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. We systematically brought our information systems back online in a controlled, phased approach. Our teams worked to maintain our business operations and minimize the impact on our customers, operating partners, and employees. The Company’s systems recovery efforts are complete, and the Company’s operations are fully functional, however, the incident did result in some loss of revenue as well as certain incremental costs.

During the year ended December 31, 2022, expenses associated with this incident, including remediation cost and various third party consulting services including forensic experts, legal counsel and other IT professional expenses totaled $3.7 million, net of insurance recoveries of $6.2 million, of which $2.5 million and $1.2 million are included in other expense (income), net and selling, general and administrative expenses (exclusive of depreciation and amortization), respectively in the consolidated statements of operations for the year ended December 31, 2022. During the year ended December 31, 2023, the Company received insurance recoveries of $1.2 million for the legal counsel costs which are included in selling, general and administrative expenses (exclusive of depreciation and amortization) in the consolidated statements of operations for the year ended December 31, 2023. In addition, we reduced our 2022 revenue for the net settlement amount of claims paid to customers by less than $0.1 million, net of insurance recovery of $0.2 million for the year ended December 31, 2022. We have reduced our revenue by the estimated settlement amount of $5.1 million representing the incident-related customer claims which were not settled as of December 31, 2022. As of December 31, 2022, the Company had not recorded a corresponding receivable for expected insurance that may be recovered for these customer claims. A total of $5.1 million and $3.0 million that may be payable to customers to settle customer claims are recorded as customer payables in accrued liabilities on our consolidated balance sheets as of December 31, 2023 and 2022, respectively.

During the year 2023, the Company received insurance claims settlement proceeds of $10.8 million in respect of business interruption claims filed for the network outage incident and recorded within selling, general and administrative expenses (exclusive of depreciation and amortization) in the consolidated statements of operations for the year ended December 31, 2023 and included in net cash provided by operating activities in the consolidated statement of cash flows for the year ended December 31, 2023. To date, no litigation has resulted from the network outage.

Segment Reporting

The management has chosen to organize the Company around three major verticals based on combination of specialized product and service offerings and industry focused solutions.

The Company consists of the following three segments:

1. Information & Transaction Processing Solutions (“ITPS”). ITPS provides industry-specific solutions for banking and financial services, including lending solutions for mortgages and auto loans, and banking solutions for clearing, anti-money laundering, sanctions, and interbank cross-border settlement; property and casualty insurance solutions for origination, enrollments, claims processing, and benefits administration communications; public sector solutions for income tax processing, benefits administration, and record management; multi-industry solutions for payment processing and reconciliation, integrated receivables and payables management, document logistics and location services, records management and electronic storage of data, documents; and software, hardware, professional services and maintenance related to information and transaction processing automation, among others.

2. Healthcare Solutions (“HS”). HS offerings include revenue cycle solutions, integrated accounts payable and accounts receivable, and information management for both the healthcare payer and provider markets. Payer service offerings include claims processing, claims adjudication and auditing services, enrollment processing and policy management, and scheduling and prescription management. Provider service offerings include medical coding and insurance claim generation, underpayment audit and recovery, and medical records management.

3. Legal and Loss Prevention Services (“LLPS”). LLPS solutions include processing of legal claims for class action and mass action settlement administrations, involving project management support, notification and outreach to claimants, collection, analysis and distribution of settlement funds. Additionally, LLPS provides data and analytical services in the context of litigation consulting, economic and statistical analysis, expert witness services, and revenue recovery services for delinquent accounts receivable.

Cash and Cash Equivalents

Cash and cash equivalents include cash deposited with financial institutions and liquid investments acquired with maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash

and cash equivalents. The Company holds cash and cash equivalents at major financial institutions, which often exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to bank depository concentration.

Certificates of deposit and fixed deposits whose maturity, when acquired, is greater than three months and one year or less are classified as short-term investments, and certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assets in the consolidated balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appear in the investing section of the consolidated statements of cash flows.

Restricted Cash

Restricted cash is the carrying amount of cash and cash equivalents which are restricted under contract or otherwise as to withdrawal or usage. These include deposits held as compensating balances against obligation for claim payment or under agreements entered into with others, but exclude compensating balance arrangements that do not legally restrict the use of cash amounts shown on the balance sheet.

Obligation for Claim Payment

As part of the Company’s legal claims processing service, the Company holds cash for various settlement funds. Some of the cash is used to pay tax obligations and other liabilities of the settlement funds. The Company has recorded a liability for the settlement funds received, which is included in obligation for claim payment in the consolidated balance sheets, of $67.0 million and $44.4 million at December 31, 2023 and 2022, respectively.

Accounts Receivable and Allowance for Expected Credit Losses

Accounts receivable are carried at the original invoice amount less allowances for expected credit losses. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Company specifically analyzes accounts receivable mainly based on customer type and related aging schedules, historical collection experience, current and future economic and market condition to estimate the probability of default in the future when evaluating the adequacy of its allowance for expected credit losses. The Company writes off accounts receivable balances against the allowances for expected credit losses, net of any amounts recorded in deferred revenue, when it becomes probable that the receivable will not be collected.

Inventories

Our inventories primarily include heavy-duty scanners and related parts, toner, paper stock, envelopes and postage supplies. Inventories are stated at the lower of cost or net realizable values and include the cost of raw materials, labor, and purchased subassemblies. Cost is determined using the weighted average method.

Property, Plant and Equipment

Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method (which approximates the use of the assets) over the estimated useful lives of the assets. When these assets are sold or otherwise disposed of, the asset and related depreciation is relieved, and any gain or loss is included in the consolidated statements of operations for the period of sale or disposal. Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. Repair and maintenance costs are expensed as incurred.

Intangible Assets

Customer Relationships

Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 to 16 years depending on facts and circumstances. These intangible assets are primarily amortized based on their estimated useful life. The Company evaluates the remaining useful life of intangible assets on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life.

Trade Names

The Company has determined that its trade name intangible assets are indefinite-lived assets and therefore are not subject to amortization. Trade names are tested for impairment as per the Company’s policy for impairment of indefinite-lived assets.

Developed Technology

The Company has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Company in providing solutions to customers and is recorded as an intangible asset. The Company amortizes developed technology on a straight-line basis over the estimated useful life, which is typically 5 to 8.5 years.

Capitalized Software Costs

The Company capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, and the Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles—Goodwill and Other— Internal-Use Software. Significant estimates and assumptions include determining the appropriate period over which to amortize the capitalized costs based on estimated useful lives and estimating the marketability of the commercial software products and related future revenues. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful life, which is typically 3 to 5 years.

Outsourced Contract Costs

Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight-line basis over the estimated contract term. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment activities and can be separated into two principal categories: contract commissions and set-up/fulfillment costs. Contract fulfillment costs are capitalized only if they are directly attributable to a specifically anticipated future contract; represent the enhancement of resources that will be used in satisfying a future performance obligation (the services under the anticipated contract); and are expected to be recovered.

Impairment of Indefinite-Lived Assets

Impairment of Indefinite-Lived Assets

The Company conducts its annual indefinite-lived assets impairment tests on October 1^st of each year for its indefinite-lived assets, including trade names, or more frequently if indicators of impairment exist. When performing the impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. A quantitative assessment requires comparison of fair value of the asset to its carrying value. If carrying value of the indefinite-lived assets exceeds fair value, the Company recognizes an impairment loss by an amount which is equal to the excess of carrying value over fair value. The Company utilizes the Income Approach,

specifically the Relief-from-Royalty method, which has the basic tenet that a user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of impairment of trade names.

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, including finite-lived customer relationships, developed technology, capitalized software costs, outsourced contract costs, acquired software, and property, plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows based in part on the financial results and the expectation of future performance.

The Company did not record any material impairment related to its property, plant, and equipment, customer relationships, developed technology, capitalized software cost or outsourced contract costs for the years ended December 31, 2023 and 2022.

Goodwill

Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company’s reporting units are at the operating segment level, for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method.

The Company conducts its annual goodwill impairment tests on October 1st of each year, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. If a qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would be required to perform a quantitative impairment analysis for goodwill. The quantitative analysis requires a comparison of fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company uses a combination of the Guideline Public Company Method of the Market Approach and the Discounted Cash Flow Method of the Income Approach to determine the reporting unit fair value. Refer to Note 9- Intangible Assets and Goodwill for additional discussion of the consideration of impairment of goodwill.

Benefit Plan Accruals

The Company has defined benefit plans in the U.K and Germany, under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Company records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so.

Leases

The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company’s consolidated balance sheet. Finance leases are included in property,

plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company’s consolidated balance sheet.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date, and exclude lease incentives. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are not recorded on the balance sheet.

Finance lease ROU assets are amortized over the lease term or the useful life of the asset, whichever is shorter. The amortization of finance lease ROU assets is recorded in depreciation expense in the consolidated statements of operations. For operating leases, we recognize expense for lease payments on a straight-line basis over the lease term.

Stock-Based Compensation

The Company accounts for all equity-classified awards under stock-based compensation plans at their “fair value”. This fair value is measured at the fair value of the awards at the grant date and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the awards on the grant date is determined using the stock price on the respective grant date in the case of restricted stock units and using an option pricing model in the case of stock options. The expense resulting from share-based payments is recorded in selling, general and administrative expense in the accompanying consolidated statements of operations.

Revenue Recognition

We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of our material sources of revenue are derived from contracts with customers, primarily relating to the provision of business and transaction processing services within each of our segments. We do not have any significant extended payment terms, as payment is received shortly after goods are delivered or services are provided.

Nature of Services

Our primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. Our promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. We allocate the variable fees to the single performance obligation charged to the distinct service period in which we have the contractual right to bill under the contract.

Disaggregation of Revenues

The following tables disaggregate revenue from contracts by geographic region and by segment for the years ended December 31, 2023 and 2022:


	Year Ended December 31,
	2023								2022
		ITPS		HS		LLPS		Total		ITPS		HS		LLPS		Total
U.S.A.	$	545,465	$	251,380	$	80,425	$	877,270	$	566,621	$	239,270	$	72,753	$	878,644
EMEA		166,573		—		—		166,573		180,502		—		—		180,502
Other		20,281		—		—		20,281		18,011		—		—		18,011
Total	$	732,319	$	251,380	$	80,425	$	1,064,124	$	765,134	$	239,270	$	72,753	$	1,077,157

Contract Balances

The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2023 and 2022:


	December 31,		December 31,		January 1,
	2023		2022		2022
Accounts receivable, net	$	76,893	$	101,616	$	184,102
Deferred revenues		13,107		17,585		17,518
Customer deposits		23,838		16,955		17,707
Costs to obtain and fulfill a contract		1,400		1,674		2,328

Accounts receivable, net includes $23.9 million and $25.7 million as of December 31, 2023 and 2022, respectively, representing amounts earned but not billed to customers. We have accrued the unbilled receivables for work performed in accordance with the terms of contracts with customers.

Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where we received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. We recognized revenue of $17.3 million during the year ended December 31, 2023 that had been deferred as of December 31, 2022. We recognized revenue of $16.5 million during the year ended December 31, 2022 that had been deferred as of January 1, 2022.

Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight-line basis over the estimated benefit period. We recognized $0.9 million and $1.1 million amortization for these costs in 2023 and 2022, respectively, within depreciation and amortization expense. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment and can be separated into two principal categories: contract commissions and fulfillment costs. Applying the practical expedient in ASC 340-40-25-4, we recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less. These costs are included in selling, general and administrative expenses. The effect of applying this practical expedient was not material.

Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed.

Performance Obligations

At the inception of each contract, we assess the goods and services promised in our contracts and identify each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the

majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes.

Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we estimate our expected costs of satisfying a performance obligation and add an appropriate margin for that distinct good or service. We also use the adjusted market approach whereby we estimate the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, we consider the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of our software implementation performance obligations are satisfied at a point in time, typically when customer acceptance is obtained.

When evaluating the transaction price, we analyze, on a contract-by-contract basis, all applicable variable consideration. The nature of our contracts gives rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We do not anticipate significant changes to our estimates of variable consideration.

We include reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue.

Transaction Price Allocated to the Remaining Performance Obligations

In accordance with optional exemptions available under ASC 606, we did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of our contracts. We have certain non-cancellable contracts where we receive a fixed monthly fee in exchange for a series of distinct services that are substantially the same and have the same pattern of transfer over time, with the corresponding remaining performance obligations as of December 31, 2023 in each of the future periods below:


Estimated Remaining Fixed Consideration for Unsatisfied Performance Obligations

2024	$	35,578
2025		30,109
2026		3,676
2027		2,071
2028		1,251
2029 and thereafter		—
Total	$	72,685

Research and Development

Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs expensed for the years ended December 31, 2023 and 2022 were $1.2 million and $1.5 million, respectively.

Advertising

Advertising costs are expensed as incurred and recorded in selling, general and administrative expense. Advertising expense for the years ended December 31, 2023 and 2022 were $0.4 million and $0.5 million, respectively.

Income Taxes

The Company accounts for income taxes by using the asset and liability method. The Company accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to income taxes in income tax benefit/(expense) in the consolidated statements of operations.

Deferred income taxes are recognized on the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as determined under tax laws and rates. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. Due to numerous ownership changes, the Company is subject to limitations on existing net operating losses under Section 382 of the Internal Revenue Code (the “Code”). Accordingly, valuation allowances have been established against a portion of the net operating losses to reflect estimated Section 382 limitations. The Company also considered the realizability of net operating losses not limited by Section 382. The Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets are more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are likely to be realized. Therefore, partial valuation allowances were established against a portion of the Company’s deferred tax assets. In the event the Company determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the net deferred tax assets would be recognized as a component of income tax expense through continuing operations.

The Company engages in transactions (i.e. acquisitions) in which the tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Therefore, judgment is required by the Company in assessing and estimating the tax consequences of these transactions. While the Company’s tax returns are prepared and based on the Company’s interpretation of tax laws and regulations, in the normal course of business the tax returns are subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional tax, interest and penalties. For purposes of the Company’s income tax provision, a tax benefit is not recognized if the tax position is not more likely than not to be sustained based solely on its technical merits. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Refer to Note 12 – Income Taxes for further information.

Loss Contingencies

The Company reviews the status of each significant matter, if any, and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to loss contingencies, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to its pending claims and litigation, and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position of the Company. The Company’s liabilities exclude any estimates for legal costs not yet incurred associated with handling these matters.

Operations

A portion of the Company’s labor and operations is situated outside of the United States in India and other locations. The carrying value of long-lived assets that are situated outside of the United States is approximately $27.0 million and $29.6 million as of December 31, 2023 and 2022, respectively.

Foreign Currency Translation

The functional currency for the Company’s production operations located in India, Philippines, China, and Mexico is the United States dollar. Included in other expense as sundry expense (income), net in the consolidated statements of operations are net exchange gains of $0.1 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively.

The Company has determined all other international subsidiaries’ functional currency is the local currency. These assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss.

Beneficial Conversion Feature

The Company’s Series A Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) contains a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option, which is the number of shares of Common Stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of Common Stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the Series A Preferred Stock. As a result of the occurrence of events meeting the definition of a “Fundamental Change” as defined in the Certificate of Designations, Preferences, Rights and Limitations of Series A Perpetual Convertible Preferred Stock of the Company during the period, the Company recognized the entire dividend equivalent of $16.4 million as of December 31, 2017. There was no dividend equivalent recognized in 2023 and 2022.

Net Loss per Share

Earnings per share (“EPS”) is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method and if-converted method in the period of earnings. The two class method is an earnings allocation method that determines earnings per share (when there are earnings) for common stock and participating securities. The if-converted method assumes all convertible securities are converted into common stock. Diluted EPS excludes all dilutive potential shares of common stock if their effect is anti-dilutive.

As the Company experienced net losses for the periods presented, the impact of the Company’s Series A Perpetual Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Cumulative Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”), was calculated using the if-converted method. As of December 31, 2023, the outstanding shares of the Company’s Series A Preferred Stock and Series B Preferred Stock, if converted would have resulted in an additional 403 shares and 16,320 shares of our Common Stock outstanding, respectively, however, they were not included in the computation of diluted loss per share as their effects were anti-dilutive (i.e., if included, would reduce the net loss per share).

Similarly, the Company also did not include the effect of 1,978 and 2,433 shares of Common Stock issuable upon exercise of 7,913,637 and 9,731,819 outstanding warrants as of December 31, 2023 and 2022, respectively, sold in a private placement of securities on March 18, 2021 or the effect of the aggregate number of shares issuable pursuant to outstanding restricted stock units, performance units and options (2,446 and 2,484 as of December 31, 2023 and 2022, respectively) in the calculation of diluted loss per share for the years ended December 31, 2023 and 2022, because their effects were anti-dilutive.

The components of basic and diluted EPS are as follows. All shares and per share amounts for the years 2022 have been adjusted for a one share-for-two hundred shares Reverse Stock Split which took effect on May 12, 2023:


	Year Ended December 31,
	2023		2022
Net loss attributable to common stockholders (A)	$	(133,835)	$	(422,834)
Weighted average common shares outstanding – basic and diluted (B)		5,983,517		307,967
Loss Per Share:
Basic and diluted (A/B)	$	(22.37)	$	(1,372.98)

Business Combinations

The Company includes the results of operations of the businesses acquired as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Fair Value Measurements

The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

Refer to Note 15 — Fair Value Measurement for further discussion.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company maintains its cash and cash equivalents and certain other financial instruments with highly rated financial institutions and limits the amount of credit exposure with any one financial institution. From time to time, the Company assesses the credit worthiness of its customers. Credit risk on trade receivables is minimized because of the large number of entities comprising the Company’s client base and their dispersion across many industries and geographic areas. The Company generally has not experienced any material losses related to receivables from any individual customer or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable, net. The Company does not have any customers that account for 10% or more of the total consolidated revenues.

Recently Adopted Accounting Pronouncements

Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company is required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. This ASU along with related additional clarificatory guidance in the ASU No. 2019-05, “Financial Instruments—Credit Losses (Topic 326)” and ASU No. 2019-11, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, was also adopted. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance, primarily cash equivalents, restricted cash and accounts receivable, based on class of financing receivables which share the same or similar risk characteristics such as customer type and geographic location, among others. For accounts receivable, the Company applied this methodology using aging schedules reflecting how long the receivables have been outstanding, historical collection experience, current and future economic and market conditions. There was no impact to the Company’s opening retained earnings or its consolidated balance sheet upon adoption and as a result, the balances presented for December 31, 2022, which were derived under the incurred loss model, are comparable to December 31, 2023.

The following table describes the changes in the allowance for expected credit losses for the year ended December 31, 2023 (all related to accounts receivables):


Balance at January 1, 2023 of the allowance for expected credit losses	$	6,402
Change in the provision for expected credit losses for the period		226
Balance at December 31, 2023 of the allowance for expected credit losses	$	6,628

Effective January 1, 2023, the Company adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU amends ASC 805 to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. While primarily related to contract assets and contract liabilities that were accounted for by the acquiree in accordance with ASC 606, the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610-20. The ASU was applied prospectively. The adoption had no material impact on the Company’s consolidated results of operations, cash flows, financial position or disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. The FASB-issued guidance clarifies the accounting for leasehold improvements associated with common control leases by requiring that leasehold improvements associated with common control leases

be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term), as long as the lessee controls the use of the underlying asset through a lease. Additionally, leasehold improvements associated with common control leases should be accounted for as a transfer between entities under common control through an adjustment to equity, if, and when, the lessee no longer controls the use of the underlying asset. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023. This standard is expected to have no impact on the Company’s consolidated financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements-Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure and presentation requirements of a variety of US GAAP codification topics by aligning them with the SEC Regulation S-X or S-K, which are rules about the form and content of financial reports. The provisions of this ASU are contingent upon when the SEC removes the related disclosure provisions from Regulation S-X and S-K. This guidance is effective for the Company no later than June 30, 2027 and is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis. Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements.

Stockholders' Equity - Sales of Shares of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Aggregate offering price	$ 67,028	$ 266,855
Common ATM Program-1
Class of Stock [Line Items]
Aggregate offering price	$ 100,000
Number of Shares Sold	12,356
Weighted Average Price Per Share	$ 8,032.74
Gross proceeds	$ 99,300
Net proceeds	95,700
Common ATM Program-2
Class of Stock [Line Items]
Aggregate offering price	$ 150,000
Number of Shares Sold	14,395
Weighted Average Price Per Share	$ 10,413.79
Gross proceeds	$ 149,900
Net proceeds	144,400
Common ATM Program-3
Class of Stock [Line Items]
Aggregate offering price	$ 250,000
Number of Shares Sold	83,719
Weighted Average Price Per Share	$ 2,986.18
Gross proceeds	$ 250,000
Net proceeds	241,000
Common ATM Program-4
Class of Stock [Line Items]
Aggregate offering price	$ 250,000
Number of Shares Sold	6,262,182
Weighted Average Price Per Share	$ 36.15
Gross proceeds	$ 226,400
Net proceeds	$ 219,300

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

7. Leases

The Company leases numerous facilities worldwide with larger concentrations of space in Texas, Michigan, Connecticut, California, India, Mexico and the Philippines. The Company’s facilities house general offices, sales offices,

service locations, and production facilities. Substantially all of the Company’s operations facilities are leased under long-term leases with varying expiration dates, except for the few owned locations. The Company regularly obtains various machinery, equipment, vehicles and furniture on leases. The machinery and equipment leases mainly include leasing of computers, servers, other IT equipment, mailing system, production equipment, generators, office equipment, printers, copiers and miscellaneous warehouse equipment.

The Company’s ROU assets and lease liabilities as of December 31, 2023 and 2022 recorded on the consolidated balance sheets are as follows:


	December 31,		December 31,
	2023		2022
Balance sheet location:
Operating Lease
Operating lease right-of-use assets, net	$	33,874	$	40,734
Current portion of operating lease liabilities		10,845		11,867
Operating lease liabilities, net of current portion		26,703		31,030
Finance Lease
Finance lease right-of-use assets, net (included in property, plant and equipment, net)		10,688		11,943
Current portion of finance lease liabilities		4,856		5,485
Finance lease liabilities, net of current portion		5,953		9,448

Supplemental balance sheet information related to leases is as follows:


	December 31,		December 31,
	2023		2022
Weighted-average remaining lease term
Operating leases		3.8 Years		4.2 Years
Finance leases		3.1 Years		3.6 Years

Weighted-average discount rate
Operating leases		15.3%		13.9%
Finance leases		13.5%		13.4%

The interest on financing lease liabilities was $1.7 million and $1.8 million for the years ended December 31, 2023 and 2022, respectively. The amortization expense on finance lease right-of-use assets was $4.0 million and $4.9 million for the years ended December 31, 2023 and 2022, respectively.

Maturities of finance and operating lease liabilities based on lease term for the next five years are as follows:



	Finance		Operating
	Leases		Leases
2024	$	6,093	$	15,558
2025		3,826		12,231
2026		1,034		9,370
2027		795		7,194
2028		812		2,602
2029 and thereafter		830		2,596
Total lease payments		13,390		49,551
Less: Imputed interest		(2,581)		(12,003)
Present value of lease liabilities	$	10,809	$	37,548

Consolidated rental expense for all operating leases was $45.6 million and $48.0 million for the years ended December 31, 2023 and 2022, respectively.

The following table summarizes the cash paid and related right-of-use operating finance or operating lease recognized for the years ended December 31, 2023 and 2022.



		Year Ended		Year Ended
		December 31, 2023		December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	18,892	$	21,560
Financing cash flows from finance leases		4,570		5,523
Right-of-use lease assets obtained in the exchange for lease liabilities:
Operating leases		10,257		6,940
Finance leases		405		4,790

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurement

Schedule of fair value of financial instruments


	Carrying		Fair		Fair Value Measurements
As of December 31, 2023	Amount		Value		Level 1		Level 2		Level 3
Recurring assets and liabilities:
Long-term debt	$	1,030,580	$	216,213	$	—	$	216,213	$	—
Current portion of long-term debts		30,029		30,029		—		30,029		—
Private warrants liability of XBP Europe		50		50		—		—		50


	Carrying		Fair		Fair Value Measurements
As of December 31, 2022	Amount		Value		Level 1		Level 2		Level 3
Recurring assets and liabilities:
Long-term debt	$	942,035	$	184,968	$	—	$	184,968	$	—
Current portion of long-term debts		154,802		121,893		—		121,893		—

Schedule of net assets and liabilities classified as Level 3 for reconciliation


	December 31,
	2023
Balance as of November 29, 2023	$	647
Reduction in the fair value of the private warrants liability of XBP Europe		(597)
Balance as of December 31, 2023	$	50

Leases - Rental Expenses (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Rental Expenses (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Rental expenses
Rental expense on operating leases under ASC 842	$ 45.6	$ 48.0

Basis of Presentation and Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Advertising costs	$ 0.4	$ 0.5

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements.

Basis of Presentation

Principles of Consolidation

Noncontrolling Interest

Use of Estimates in Preparation of the Financial Statements

Reverse Stock Split

Going Concern

In performing this evaluation, we concluded that under the standards of ASC 205-40 the following conditions raised substantial doubt about our ability to continue as a going concern:

●

a history of net losses, including net losses of $124.4 million for the year ended December 31, 2023;

●

working capital deficit of $213.7 million as of December 31, 2023;

●

an accumulated deficit of $2,084.1 million as of December 31, 2023; and

●

significant cash payments for interest on our long-term obligations.

The Company has undertaken and/or completed the following plans and actions to improve its available cash balances, liquidity or cash generated from operations:

●

identified and in the process of executing on significant cost savings for fiscal year 2024;

●

executed a $40.0 million financing agreement with certain lenders with Blue Torch Finance LLC acting as an administrative agent and used proceeds to repay existing debt;

●

fully repaid $9.0 million of outstanding principal amount of 2023 Notes in cash (see Note 11 – Long-Term Debt and Credit Facilities). This reduced interest cost in subsequent periods; and

●

completed the merger of its European business on November 29, 2023 (see Note 3 – Sale of Non-Core Assets and Merger Agreement for further details).

Insurance Settlements for Network Outage

Segment Reporting

The management has chosen to organize the Company around three major verticals based on combination of specialized product and service offerings and industry focused solutions.

The Company consists of the following three segments:

Cash and Cash Equivalents

Restricted Cash

Obligation for Claim Payment

Accounts Receivable and Allowance for Expected Credit Losses

Inventories

Property, Plant and Equipment

Intangible Assets

Customer Relationships

Trade Names

Developed Technology

Capitalized Software Costs

Outsourced Contract Costs

Impairment of Indefinite-Lived Assets

Impairment of Long-Lived Assets

Goodwill

Benefit Plan Accruals

Leases

plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company’s consolidated balance sheet.

Stock-Based Compensation

Revenue Recognition

Nature of Services

Disaggregation of Revenues

The following tables disaggregate revenue from contracts by geographic region and by segment for the years ended December 31, 2023 and 2022:


	Year Ended December 31,
	2023								2022
		ITPS		HS		LLPS		Total		ITPS		HS		LLPS		Total
U.S.A.	$	545,465	$	251,380	$	80,425	$	877,270	$	566,621	$	239,270	$	72,753	$	878,644
EMEA		166,573		—		—		166,573		180,502		—		—		180,502
Other		20,281		—		—		20,281		18,011		—		—		18,011
Total	$	732,319	$	251,380	$	80,425	$	1,064,124	$	765,134	$	239,270	$	72,753	$	1,077,157

Contract Balances

The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2023 and 2022:


	December 31,		December 31,		January 1,
	2023		2022		2022
Accounts receivable, net	$	76,893	$	101,616	$	184,102
Deferred revenues		13,107		17,585		17,518
Customer deposits		23,838		16,955		17,707
Costs to obtain and fulfill a contract		1,400		1,674		2,328

Performance Obligations

We include reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue.

Transaction Price Allocated to the Remaining Performance Obligations


Estimated Remaining Fixed Consideration for Unsatisfied Performance Obligations

2024	$	35,578
2025		30,109
2026		3,676
2027		2,071
2028		1,251
2029 and thereafter		—
Total	$	72,685

Research and Development

Advertising

Income Taxes

Loss Contingencies

Operations

Foreign Currency Translation

Beneficial Conversion Feature

Net Loss per Share


	Year Ended December 31,
	2023		2022
Net loss attributable to common stockholders (A)	$	(133,835)	$	(422,834)
Weighted average common shares outstanding – basic and diluted (B)		5,983,517		307,967
Loss Per Share:
Basic and diluted (A/B)	$	(22.37)	$	(1,372.98)

Business Combinations

Fair Value Measurements

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value.

Refer to Note 15 — Fair Value Measurement for further discussion.

Concentration of Credit Risk

Recently Adopted Accounting Pronouncements

The following table describes the changes in the allowance for expected credit losses for the year ended December 31, 2023 (all related to accounts receivables):


Balance at January 1, 2023 of the allowance for expected credit losses	$	6,402
Change in the provision for expected credit losses for the period		226
Balance at December 31, 2023 of the allowance for expected credit losses	$	6,628

Recently Issued Accounting Pronouncements Not Yet Adopted

Long-Term Debt and Credit Facilities : BRCC and BR Exar AR Facility, Senior Secured Term Loan,Second Lien Note (Details) $ in Thousands								1 Months Ended		3 Months Ended	12 Months Ended
	Jul. 11, 2023 USD ($)	Jun. 10, 2023 USD ($) installment	Feb. 27, 2023 USD ($)	Feb. 15, 2023 USD ($) item	May 06, 2022 USD ($)	Mar. 07, 2022 USD ($)	Dec. 09, 2021 USD ($)	Aug. 31, 2022 USD ($)	Jul. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 15, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 07, 2021 USD ($)	Nov. 17, 2021 USD ($)	Jul. 12, 2017 USD ($)
Long-Term Debt and Credit Facilities.
Total debt											$ 1,060,609	$ 1,096,837
Legal fee											8,496	7,125
Accrued liability for true-up obligation												10,351
CODI											780,000
Taxable income from CODI											54,000
CODI excluded from taxable income											726,000
Elimination of net operating losses from CODI											624,000	8,700
Debt modification and extinguishment costs (gain)											16,129	(4,522)
BR Exar, LLC
Long-Term Debt and Credit Facilities.
Number of amendments \| item				8
BR Exar, LLC \| First RPA
Long-Term Debt and Credit Facilities.
Agreed to sell receivables upon collection of minimum amount				$ 13,500
Proceeds from the sale of receivables				9,800
BR Exar, LLC \| Second RPA
Long-Term Debt and Credit Facilities.
Legal fee				200
BR Exar AR Facility
Long-Term Debt and Credit Facilities.
Outstanding borrowings under the facility											0
BR Exar AR Facility \| First RPA
Long-Term Debt and Credit Facilities.
Agreed to sell receivables upon collection of minimum amount				39,800
Proceeds from the sale of receivables				32,300
BR Exar AR Facility \| Second RPA
Long-Term Debt and Credit Facilities.
Debt issuance costs				200
Receivables collected				39,800
BR Exar AR Facility \| BR Exar, LLC
Long-Term Debt and Credit Facilities.
Receivables collected				13,500
BR receivables purchase agreement
Long-Term Debt and Credit Facilities.
Legal fee				400
Debt discount				$ 10,700
Second Lien Secured Term Loan
Long-Term Debt and Credit Facilities.
Outstanding borrowings under the facility											31,500
Senior Secured Notes Due2023 Member
Long-Term Debt and Credit Facilities.
Interest rate (in percent)																	10.00%
Debt instrument face amount exchanged outstanding	$ 9,000
Debt instrument, repayment made in cash	9,000
Debt modification and extinguishment costs (gain)											9,900
Write off of previously recognized debt issuance costs											$ 100
Amount of facility																	$ 1,000,000
2026 notes
Long-Term Debt and Credit Facilities.
Debt instrument face amount exchanged	956,000						$ 662,700
True-up advance paid					$ 5,000
July 2026 Notes
Long-Term Debt and Credit Facilities.
Interest rate (in percent)											11.50%
Debt repayment in cash							225,000
Debt instrument face amount exchanged	956,000
Total debt											$ 0	980,000	$ 24,000
Debt instrument, redemption price percentage											100.00%
April 2026 Notes
Long-Term Debt and Credit Facilities.
Debt instrument face amount exchanged	764,800
Amount of premium recorded	142,300
Senior Secured April 2026 Notes
Long-Term Debt and Credit Facilities.
Total debt											$ 811,900
Amount of facility	$ 767,800												$ 44,100
April 2026 Notes 11.500% First-Priority Senior Secured Notes Due April 2026
Long-Term Debt and Credit Facilities.
Interest rate (in percent)	11.50%
Redemption Price	100.00%
Debt instrument, redemption price percentage	101.00%
Amount of minimum unrestricted cash remaining after the interest payment	$ 15,000
New Notes issued as consideration for the private exchange of 2023 Term Loans
Long-Term Debt and Credit Facilities.
Public exchange offer per $1,000 of principal amount	800
Amount of facility	$ 764,800
BRCC Facility
Long-Term Debt and Credit Facilities.
Interest rate (in percent)																11.50%
Default rate (in percent)																13.50%
Debt instrument, repayment made in cash											48,500
Maximum borrowing capacity			$ 35,000											$ 51,000
Borrowings under revolving facility			9,600
Debt modification and extinguishment costs (gain)											1,600
Transaction fee			$ 5,000
Amount of facility															$ 115,000	$ 75,000
BRCC Facility \| SOFR
Long-Term Debt and Credit Facilities.
Applicable margin rate			7.50%
BR EXAR
Long-Term Debt and Credit Facilities.
Borrowings under revolving facility											42,539
BRCC Revolver
Long-Term Debt and Credit Facilities.
Total debt		$ 3,900									19,900
Debt instrument, repayment made in cash											9,700
Number of installments \| installment		8
Monthly installments		$ 2,000
Proceeds from initial borrowings											9,600
2023 Term Loans
Long-Term Debt and Credit Facilities.
Debt instrument face amount exchanged							$ 212,100
Debt modification and extinguishment costs (gain)											$ 7,100
Exchange Notes
Long-Term Debt and Credit Facilities.
Debt modification and extinguishment costs (gain)												5,300
Write off of previously recognized debt issuance costs												$ 100
Revolving Loan Exchange and Prepayment Agreement
Long-Term Debt and Credit Facilities.
Net proceeds from 2026 notes									$ 2,600
Debt repayment in cash									2,100
Debt instrument face amount exchanged						$ 100,000
Total debt								$ 20,200
Line of credit facility cash						50,000
Debt instruments liability recognized on original issuance discount						17,400
Debt instruments accrued additional true up liability										$ 13,600
True-up advance paid								9,900
Write off of previously recognized debt issuance costs						200
Amount of facility									$ 9,000
Revolving Loan Exchange and Prepayment Agreement \| Other expense
Long-Term Debt and Credit Facilities.
Amount of accrued true up liability expense										$ 1,100
Revolving Loan Exchange and Prepayment Agreement \| 2026 notes
Long-Term Debt and Credit Facilities.
Collateral amount					$ 20,000
Revolving Loan Exchange and Prepayment Agreement \| July 2026 Notes
Long-Term Debt and Credit Facilities.
Line of credit facility on notes						50,000
Collateral amount						$ 10,000
Amount of facility								$ 21,000

Employee Benefit Plans - Pension Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net periodic benefit cost
Service cost	$ 37	$ 53
Interest cost	$ 3,050	$ 1,910
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest Income (Expense), Nonoperating, Net	Interest Income (Expense), Nonoperating, Net
Employer contributions	$ 2,993	$ 2,866
Total employer contributions to pension plans	3,000	2,900
Pension And Postretirement
Net periodic benefit cost
Service cost	37	53
Interest cost	3,050	1,910
Expected return on plan assets	(2,717)	(2,856)
Amortization of prior service cost	124	273
Amortization of net loss	1,664	1,616
Net periodic benefit cost	$ 2,158	$ 996

Accrued Liabilities and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued liabilities
Accrued taxes (exclusive of income taxes)	$ 9,470	$ 9,797
Accrued lease exit obligations	5,110
Accrued professional and legal fees	34,342	37,366
Accrued legal reserve for pending litigation	10,333	10,322
Accrued transaction costs	2,764	2,763
Other accruals	1,680	1,092
Total accrued liabilities including accrued interest	63,699	61,340
Other Long-term liabilities
Deferred revenue	1,008	1,180
Accrued lease exit obligations	373	373
Accrued compensation expense	766	1,021
Customer deposits under long term contracts	2,382	2,409
Other	1,232	1,121
Other Long-term liabilities	5,811	$ 6,104
XBP Europe, Inc
Other Long-term liabilities
Private warrants liability	$ 50

Long-Term Debt and Credit Facilities

12 Months Ended

Dec. 31, 2023

Long-Term Debt and Credit Facilities

Long-Term Debt and Credit Facilities

11. Long-Term Debt and Credit Facilities

Senior Credit Facilities

On July 12, 2017, subsidiaries of the Company entered into a First Lien Credit Agreement with Royal Bank of Canada, Credit Suisse AG, Cayman Islands Branch, Natixis, New York Branch and KKR Corporate Lending LLC (the “Credit Agreement”) providing Exela Intermediate LLC, a wholly owned subsidiary of the Company, upon the terms and subject to the conditions set forth in the Credit Agreement, (i) a $350.0 million senior secured term loan scheduled to mature July 12, 2023 with an original issue discount of $7.0 million, and (ii) a $100.0 million senior secured revolving facility scheduled to mature on July 12, 2022 (the “Revolving Credit Facility”).

On July 13, 2018, subsidiaries of the Company were able to reprice $343.4 million of term loans then outstanding under the Credit Agreement (the “Repricing Term Loans”) and borrowed an additional $30.0 million pursuant to incremental term loans (the “2018 Incremental Term Loans”). On April 16, 2019, subsidiaries of the Company borrowed a further $30.0 million pursuant to incremental term loans (the “2019 Incremental Term Loans”, and, together with the 2018 Incremental Terms Loans and Repricing Term Loans, referred to herein as the “2023 Term Loans”). The subsidiaries of the Company made periodic interest and principal repayments on the 2023 Term Loan.

On December 9, 2021, in a private exchange transaction, subsidiaries of the Company exchanged $212.1 million of 2023 Term Loans for $84.3 million in cash and $127.8 million principal amount of new 11.500% First-Priority Senior Secured Notes scheduled to mature July 15, 2026 (the “July 2026 Notes”) issued by Exela Intermediate LLC and Exela Finance Inc., wholly-owned subsidiaries of the Company (together, the “Issuers”).

As a result of the private exchange, repurchases (as discussed below) and periodic principal repayments, $48.4 million aggregate principal amount of the 2023 Term Loans were outstanding as of July 11, 2023, the date the Company fully repaid and discharged the remaining outstanding balance of the 2023 Term Loans by making a cash payment of $44.8 million and by issuance of $3.0 million principal amount of new 11.500% First-Priority Senior Secured Notes scheduled to mature on April 15, 2026 (the “April 2026 Notes”) and issued by the Issuers in an exchange transaction (as

discussed below). The Company recorded $0.6 million debt extinguishment gain on repayment of the 2023 Term Loans under ASC 470-50 and reported within debt modification and extinguishment costs (gain), net in our consolidated statements of operations for the year ended December 31, 2023.

The 2023 Term Loans bore interest at a rate per annum of, at the borrower’s option, either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.0% floor, or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.5%, (ii) the prime rate and (iii) the one-month adjusted LIBOR plus 1.0%, in each case plus an applicable margin of 6.5% for LIBOR loans and 5.5% for base rate loans

Revolving Credit Facility; Letters of Credit

As of December 31, 2021, the $100 million Revolving Credit Facility was fully drawn taking into account approximately $0.5 million in letters of credit issued thereunder as of such date. As of December 31, 2022, the Revolving Credit Facility had been prepaid and terminated as described below.

On March 7, 2022, subsidiaries of the Company entered into a Revolving Loan Exchange and Prepayment Agreement with Royal Bank of Canada, Credit Suisse AG, Cayman Islands Branch, KKR Corporate Lending LLC, Granite State Capital Master Fund LP, Credit Suisse Loan Funding LLC and Revolvercap Partners Fund LP exchanging $100.0 million of outstanding Revolving Credit Facility owed by Exela Intermediate LLC, upon the terms and subject to the conditions set forth in the Revolver Exchange agreement, for (i) $50.0 million in cash, and (ii) $50.0 million of July 2026 Notes (such exchange, the “Revolver Exchange” and such July 2026 Notes, the “Exchange Notes”). Prepayment of Revolving Credit Facility was treated as an extinguishment of debt under ASC 470-50. Accordingly, the Company wrote off the unamortized balance of $0.2 million of debt issuance costs related to Revolving Credit Facility and reported it within debt modification and extinguishment costs (gain), net in our consolidated statements of operations for the year ended December 31, 2022.

The Exchange Notes were subject to a guarantee in the form of a true-up mechanism whereby subsidiaries of the Company were responsible to make a payment to the holders of the Exchange Notes to true-up the shortfall below certain agreed thresholds if holders of the Exchange Notes sold their notes at a price below that threshold during agreed periods in 2022. As security for the true-up obligation under the Revolver Exchange, subsidiaries of the Company issued $10.0 million of principal amount of July 2026 Notes as collateral (the “Collateral Notes”). The Collateral Notes were not reflected in the consolidated financial statements unless and until they were sold to third parties. On March 7, 2022, we recognized $17.4 million (the fair value of the true-up obligation as accounted for under ASC 450, Contingencies and ASC 460, Guarantees) as a true-up liability with an offsetting debit to the original issuance discount of the issued Exchange Notes on the closing date of the Revolver Exchange. On May 6, 2022, subsidiaries of the Company amended the true-up mechanism and placed an additional $20.0 million of principal amount of Collateral Notes and paid $5.0 million against the true-up amount payable. We remeasured our obligation under the true-up mechanism as of September 30, 2022 and accrued an additional $13.6 million of true-up liability based on the fair value of our obligation in other expense, net in the consolidated statements of operations during third quarter of 2022.

In July 2022, $9.0 million of principal amount of the Collateral Notes were sold by the holders of the Exchange Notes for net proceeds of $2.6 million and the proceeds were applied against the true-up amount payable. Additionally, in July 2022, the Company made a cash payment of $2.1 million which was applied against the true-up amount payable. In August 2022, the remaining balance of $20.2 million of net true-up liability was settled with cash payments of $9.9 million and by permitting the holders of the Exchange Notes to keep the $21.0 million of principal amount of July 2026 Notes previously placed as Collateral Notes constituting an issuance. The Company made a net reversal of $1.1 million of accrued true-up liability in other expense, net in the consolidated statements of operations during third quarter of 2022.

2023 Notes

On July 12, 2017, the Issuers issued $1.0 billion in aggregate principal amount of 10.0% First Priority Senior Secured Notes due 2023 (the “2023 Notes”). The 2023 Notes were guaranteed by nearly all U.S. subsidiaries of Exela

Intermediate LLC. The 2023 Notes bore interest at a rate of 10.0% per year. The issuers paid interest on the 2023 Notes on January 15 and July 15 of each year, commencing January 15, 2018.

On December 9, 2021, upon the settlement of a public exchange, $662.7 million aggregate principal amount of the July 2026 Notes were issued and an aggregate $225.0 million in cash (plus accrued but unpaid interest) was paid to participating holders in respect of the validly tendered $912.7 million principal amount of outstanding 2023 Notes. The Company concluded that the exchange of notes under public exchange represented modification of debt under ASC 470-50.

As a result of the public exchange and repurchases (as discussed below), $9.0 million aggregate principal amount of the 2023 Notes remained outstanding as of July 11, 2023, the date the Company fully repaid the remaining outstanding balance of the 2023 Notes in cash.

July 2026 Notes

As of December 31, 2022, the Issuers had $980.0 million aggregate principal amount of the July 2026 Notes outstanding. During the year ended December 31, 2023, no July 2026 Notes were sold by subsidiaries of the Company. The July 2026 Notes are guaranteed by nearly all U.S. subsidiaries of Exela Intermediate LLC. The July 2026 Notes bear interest at a rate of 11.5% per year. We are required to pay interest on the July 2026 Notes on January 15 and July 15 of each year, and commenced making such interest payments on July 15, 2022. The July 2026 Notes are scheduled to mature on July 15, 2026. The Issuers may redeem the July 2026 Notes in whole or in part from time to time, at a redemption price of 100%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

On July 11, 2023, the Issuers, certain guarantors and U.S. Bank Trust Company, National Association, as trustee, entered into an indenture (the “April 2026 Notes Indenture”) governing the Company’s April 2026 Notes and issued approximately $764.8 million aggregate principal amount of the April 2026 Notes as consideration for the exchange of $956.0 million aggregate principal amount of the Issuers’ existing July 2026 Notes pursuant to a public exchange offer (the “2023 Exchange”), which was equivalent to issuing $800 of the April 2026 Notes per $1,000 principal amount of the existing July 2026 Notes. The Company performed an assessment of the 2023 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under ASC 470-60. The undiscounted cash flows associated with the April 2026 Notes issued were compared to the carrying value of the exchanged July 2026 Notes and since the undiscounted cash flows of the April 2026 Notes exceeded the carrying value of the exchanged July 2026 Notes, the carrying value of the April 2026 Notes was established at the carrying value of the exchanged July 2026 Notes and the Company established new effective interest rates based on the carrying value of the exchanged July 2026 Notes prior to the 2023 Exchange. The difference between the principal amount of the issued April 2026 Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s consolidated balance sheets. The Company recorded a premium of $142.3 million on the notes exchange, which will be reduced as contractual interest payments are made on the April 2026 Notes.

On July 11, 2023, we entered into a seventh supplemental indenture to the July 2026 Notes Indenture which eliminated substantially all of the restrictive covenants, eliminated certain events of default, modified covenants regarding mergers and consolidations and modified or eliminated certain other provisions, including certain provisions relating to future guarantors and defeasance, contained in the July 2026 Notes Indenture and the July 2026 Notes. In addition, all of the collateral securing the July 2026 Notes was released pursuant to the seventh supplemental indenture.

The July 11, 2023 transaction resulted in cancellation of debt income (“CODI”) for tax purposes. Absent an exception, a debtor recognizes CODI upon discharge of its outstanding indebtedness for an amount of consideration that is less than the outstanding debt. The Internal Revenue Code of 1986, as amended, (the “Code”), provides that a debtor may wholly or partially exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of CODI excluded from taxable income. Pursuant to the US tax rules, the Company computes the final CODI calculation based on the tax basis as of the last day of the fiscal tax year (i.e., December 31, 2023) which includes the date in which the debt transaction occurred. For the year ended December 31, 2023, the Company generated CODI in the amount of $780.0 million, of which $54.0 million was included in the current year taxable income and $726.0 million was excluded from taxable income, resulting the elimination of $624.0 million gross federal and state net operating losses.

As a result of the 2023 Exchange and repurchases (as discussed below), $24.0 million aggregate principal amount of the July 2026 Notes maturing July 15, 2026 remained outstanding as of December 31, 2023.

Senior Secured April 2026 Notes

On July 11, 2023, the Issuers issued approximately $767.8 million aggregate principal amount of the April 2026 Notes under the April 2026 Notes Indenture, which includes the April 2026 Notes issued under the 2023 Exchange (as described above) and as consideration for the exchange of certain of the Company’s outstanding 2023 Term Loans (as described above). The April 2026 Notes are scheduled to mature on April 15, 2026.

Interest on the April 2026 Notes will accrue at 11.500% per annum and will be paid semi-annually, in arrears, on January 15 and July 15 of each year, beginning July 15, 2023. Interest will be payable in cash or in kind by issuing additional April 2026 Notes (or increasing the principal amount of the outstanding April 2026 Notes) (“PIK Interest”) as described below: (A) for the July 15, 2023 interest payment date, such interest was paid in kind as PIK Interest, (B) for each interest payment date from and including the January 15, 2024 interest payment date through and including the July 15, 2024 interest payment date, such interest shall be paid in cash in an amount equal to (i) 50% of such interest plus (ii) an amount not to exceed an amount that, pro forma for such payment, would leave the issuers with Unrestricted Cash (as defined in the April 2026 Notes Indenture) of at least $15.0 million, with the remaining interest paid in kind as PIK Interest, and (C) for interest payment dates falling on or after January 15, 2025, such interest shall be paid in cash.

On July 15, 2023, the Company issued $44.1 million in aggregate principal amount of the April 2026 Notes as a payment for PIK Interest due on July 15, 2023. $811.9 million aggregate principal amount of the April 2026 Notes maturing April 15, 2026 remained outstanding as of December 31, 2023.

The Issuers’ obligations under the April 2026 Notes and the April 2026 Notes Indenture are irrevocably and unconditionally guaranteed, jointly and severally, by the same guarantors (the “Guarantors”) that guarantee the July 2026 Notes (other than certain guarantors that have ceased to have operations or assets) and by certain of the Issuers’ other affiliates (the “Affiliated Guarantors”). The April 2026 Notes and the related guarantees are first-priority senior secured obligations of the Issuers, the Guarantors and Affiliated Guarantors.

The issuers may redeem the April 2026 Notes at their option, in whole at any time or in part from time to time, at a redemption price of 100%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, the April 2026 Notes will be mandatorily redeemable in part upon the sale of certain assets that constitute additional credit support.

The April 2026 Notes Indenture contains covenants that limit the Issuers’ and the Affiliated Guarantors (as defined below) and their respective subsidiaries’ ability to, among other things, (i) incur or guarantee additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (iii) make investments, (iv) consummate certain asset sales, (v) engage in certain transactions with affiliates, (vi) grant or assume certain liens and (vii) consolidate, merge or transfer all or substantially all of their assets. These covenants are subject to a number of important limitations and exceptions. In addition, upon the occurrence of specified change of control events, the Issuers must offer to repurchase the April 2026 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The April 2026 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding April 2026 Notes to be due and payable immediately.

Repurchases

In July 2021 the Company commenced a debt buyback program to repurchase senior secured indebtedness, which is ongoing. During the year ended December 31, 2022, we repurchased $15.0 million principal amount of Exchange Notes issued under the Revolver Exchange (as discussed above) for a net cash consideration of $4.7 million. The gain on early extinguishment of debt for the Exchange Notes during the year ended December 31, 2022 totaled $5.3

million and is inclusive of $5.0 million and $0.1 million write off of original issue discount and debt issuance costs, respectively.

During the year ended December 31, 2023, we repurchased $13.8 million principal amount of the 2023 Notes for a net cash consideration of $4.4 million. The gain on early extinguishment of debt for the 2023 Notes during the year ended December 31, 2023 totaled $9.9 million and is inclusive of less than $0.1 million write off of original issue discount and debt issuance costs, respectively. During the year ended December 31, 2023, we repurchased $15.1 million principal amount of the 2023 Term Loans for a cash consideration of $8.0 million. The gain on early extinguishment of debt for the 2023 Term Loans during the year ended December 31, 2023 totaled $7.1 million and is inclusive of less than $0.1 million write off of original issue discount and debt issuance costs. Gain on the early extinguishment of debt is reported within debt modification and extinguishment costs (gain), net within our consolidated statements of operations.

BRCC Facility

On November 17, 2021, GP2 XCV, LLC, a subsidiary of the Company (“GP2 XCV”), entered into a borrowing facility with B. Riley Commercial Capital, LLC (which was subsequently assigned to BRF Finance Co., LLC (“BRF Finance”)) pursuant to which such subsidiary was able to borrow an original principal amount of $75.0 million, which was later increased to $115.0 million as of December 7, 2021 (as the same may be amended from time to time, the “BRCC Term Loan”). On March 31, 2022, GP2 XCV and B. Riley Commercial Capital, LLC amended this facility to permit GP2 XCV to borrow up to $51.0 million under a separate revolving loan (the “BRCC Revolver”, collectively with the BRCC Term Loan, the “BRCC Facility”).

The BRCC Facility is secured by a lien on all the assets of GP2 XCV and by a pledge of the equity of GP2 XCV. GP2 XCV is a bankruptcy-remote entity and as such its assets are not available to other creditors of the Company or any of its subsidiaries other than GP2 XCV. Interest under the BRCC Facility accrues at a rate of 11.5% per annum (13.5% per annum default rate) and is payable quarterly on the last business day of each March, June, September and December. The purpose of BRCC Term Loan was to fund certain repurchases of the secured indebtedness and to provide funding for certain debt exchange transactions. The purpose of BRCC Revolver is to fund general corporate purposes.

During the year ended December 31, 2023, we borrowed $9.6 million of principal amount under the BRCC Revolver. During the year ended December 31, 2023, we repaid $48.5 million and $9.7 million of outstanding principal amount under the BRCC Term Loan and the BRCC Revolver, respectively along with $1.6 million of exit fees on the BRCC Term Loan. The exit fees paid on the prepayment of the BRCC Term Loan were treated as a debt extinguishment cost under ASC 470-50 and reported within debt modification and extinguishment costs (gain), net in our consolidated statements of operations. The BRCC Facility matured on June 10, 2023. As of December 31, 2023, the Company had fully repaid the outstanding balance under the BRCC Term Loan. As of December 31, 2023, there were borrowings of $19.9 million outstanding under the BRCC Revolver. The outstanding principal amount under the BRCC Revolver is payable in eight (8) monthly installments of $2.0 million commencing January 31, 2024, with the remaining outstanding principal balance of $3.9 million payable on September 30, 2024.

Senior Secured Term Loan

On July 11, 2023, Exela Intermediate LLC and Exela Finance Inc., wholly-owned subsidiaries of the Company, entered into a financing agreement with certain lenders and Blue Torch Finance LLC, as administrative agent, pursuant to which the lenders extended a term loan of principal amount of $40.0 million (“Senior Secured Term Loan”). On the same date, the Company used proceeds of this term loan and cash on hand to repay its outstanding 2023 Notes and 2023 Term Loans.

The Senior Secured Term Loan shall be, at the option of the Company, either a Reference Rate Loan, or a SOFR Rate Loan. Each portion of the Senior Secured Term Loan that is a Reference Rate Loan bears interest on the principal amount outstanding from the date of the Senior Secured Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin. “Reference Rate” for any period means the greatest of (i) 4.00% per annum, (ii) the federal funds rate plus 0.50% per annum, (iii) the Adjusted Term SOFR (which rate shall be calculated based upon an interest period of 1 month and shall be determined on a daily basis) plus 1.00% per annum, and (iv) the

rate last quoted by the Wall Street Journal as the "Prime Rate" in the United States. “Applicable Margin,” with respect to the interest rate of (a) any Reference Rate Loan is 10.39% per annum, and (b) any SOFR Rate Loan is 11.39% per annum. SOFR Rate Loans shall bear interest on the principal amount outstanding, at a rate per annum equal to the Adjusted Term SOFR rate for the Interest Period in effect for the Term Loan plus Applicable Margin. “Adjusted Term SOFR” means the rate per annum equal to Term SOFR for such calculation, plus 0.26161%. “Term SOFR,” for calculation with respect to a SOFR Rate Loan, is the per annum forward-looking term rate based on secured overnight financing rate for a tenor comparable to the applicable interest period on the day that is two business days prior to the first day of such interest period. However, with respect to a Reference Rate Loan, “Term SOFR” means the per annum forward-looking term rate based on secured overnight financing rate for a tenor of three months on the day that is two business days prior to such day. If Term SOFR as so determined shall ever be less than 4.00%, then Term SOFR shall be deemed to be 4.00%.

The Company may, at any time, elect to have interest on all or a portion of the loans be charged at a rate of interest based upon Term SOFR (the “SOFR Option”) by notifying the administrative agent at least three (3) business days prior to the proposed change. Such notice needs to be provided in the case of the continuation of a SOFR Rate Loan as a SOFR Rate Loan on the last day of the then current interest period. The Company shall have not more than 5 SOFR Rate Loans in effect at any given time, and only may exercise the SOFR Option for SOFR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof.

As of December 31, 2023, there were borrowings of $39.5 million outstanding under the Senior Secured Term Loan. The outstanding principal amount of the Senior Secured Term Loan shall be repaid in ten (10) equal quarterly installments of $0.5 million commencing March 31, 2024, with the remaining outstanding principal amount of $34.5 million payable at maturity along with accrued and unpaid interest. The maturity date of the Senior Secured Term Loan is January 14, 2026.

The Company may, at any time, prepay the principal of the Senior Secured Term Loan. Each prepayment shall be accompanied by the payment of accrued interest and the applicable premium, if any. Each prepayment shall be applied against the remaining installments of principal due on the Senior Secured Term Loan in the inverse order of maturity. The applicable premium shall be payable in the form of a make-whole amount if prepayment is made within one year of the borrowing date (the “First Period”). If optional prepayment is made after the year one anniversary of the borrowing date to the date of the two-year anniversary (the “Second Period”), the applicable premium shall be an amount equal to 1% times the amount of the principal amount of the Senior Secured Term Loan being paid on such date. The applicable premium shall be zero in case of prepayment after the date of the two-year anniversary of the borrowing date. Further, during the Second Period, if the prepayment is because of an event of default or termination of contract for any reason, the applicable premium shall be 1% times the aggregate principal amount of the Senior Secured Term Loan outstanding on such date.

The Senior Secured Term Loan contains customary events of default, affirmative and negative covenants, including limitation on the Company’s and certain of its subsidiaries’ ability to create, incur or allow certain liens; enter into sale and lease-back transactions; make any restricted payments; undergo fundamental changes, as well as certain financial covenants. The Company was in compliance with all financial covenants as of December 31, 2023.

Securitization Facility

On December 17, 2020, certain subsidiaries of the Company entered into a $145.0 million securitization facility with a five year term (the “Securitization Facility”) with certain lenders and Alter Domus (US), LLC, as administrative agent (the “Securitization Administrative Agent”). The Securitization Facility provided for an initial funding of approximately $92.0 million supported by receivables, and, subject to contribution, a further funding of approximately $53.0 million to be supported by inventory and intellectual property. On December 17, 2020, Exela Receivables 3, LLC (the “Securitization Borrower”) made the initial borrowing of approximately $92.0 million under the Securitization Facility and used a portion of the proceeds to repay $83.0 million of the aggregate outstanding principal amount of loans as of December 17, 2020 under a previous $160.0 million accounts receivable securitization facility (“A/R Facility”) and used the remaining proceeds for general corporate purposes. On April 11, 2021, the Company amended the Securitization Facility to, among other things, extend the period during which the Company could access approximately

$53.0 million in the additional borrowings upon the contribution of inventory and intellectual property to support the borrowing base from April 10, 2021 to September 30, 2021.

The Securitization Borrower, Exela Receivables 3 Holdco, LLC (the “Securitization Parent SPE,” and together with the Securitization Borrower, the “SPEs”), the Company, and certain of our operating subsidiaries that agreed to sell receivables in connection with the Securitization Facility (the “Securitization Originators”) provided customary representations and covenants under the agreements underlying the Securitization Facility. The Securitization Facility identified certain events of default upon the occurrence of which the Securitization Administrative Agent may declare the facility’s termination date to have occurred and declare the outstanding Securitization Loan and all other obligations of the Securitization Borrower to be immediately due and payable, however the Securitization Facility does not include an ongoing liquidity covenant like the A/R Facility and aligns reporting obligations with the Company’s other material indebtedness agreements.

The Securitization Borrower and Securitization Parent SPE were formed in December 2020, and are identified as variable interest entities (“VIE”) and consolidated into the Company’s financial statements following VIE consolidation model under ASC 810. The Securitization Borrower and Securitization Parent SPE are bankruptcy remote entities and as such their assets are not available to creditors of the Company or any of its subsidiaries. Each loan under the Securitization Facility bore interest on the unpaid principal amount as follows: (i) if a Base Rate Loan, at a rate per annum equal to (x) the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted LIBOR Rate (as defined in the Securitization Loan Agreement) plus 1.00%, plus (y) 8.75%; or (ii) if a LIBOR Rate Loan, at the Adjusted LIBOR Rate plus 9.75%.

On June 17, 2022, the Company repaid in full the approximately $91.9 million principal amount of loans outstanding under the Securitization Facility, triggered a prepayment premium of $2.7 million and required payment of approximately $0.5 million and $1.3 million in respect of accrued interest and fees, respectively. All obligations under the Securitization Facility (other than contingent indemnification obligations that expressly survive termination) terminated upon repayment. The Securitization Facility was replaced by the Amended Receivables Purchase Agreement and related agreements described below. Repayment of the Securitization Facility was treated as an extinguishment of debt under ASC 470-50. Accordingly, the Company wrote off the unamortized balance of $3.3 million of debt issuance costs related to the Securitization Facility.

On June 17, 2022, the Company entered into an amended and restated receivables purchase agreement (as amended, the “Amended Receivables Purchase Agreement”) under a $150.0 million Securitization Facility among certain of the Company’s subsidiaries, the SPEs and certain global financial institutions (“Purchasers”). The Amended Receivables Purchase Agreement extends the term of the Securitization Facility such that the SPEs may sell certain receivables to the Purchasers until June 17, 2025. Under the Amended Receivables Purchase Agreement, transfers of accounts receivable from the SPEs are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the accounts receivable to the Purchasers. The Company and related subsidiaries have no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors of the Company, the Securitization Originators, or any other relevant subsidiaries.

On June 17, 2022, the Company sold $85.0 million of its accounts receivable and used the whole proceeds from this sale to repay part of the $91.9 million borrowings under the Securitization Facility (as discussed above). These sales were transacted at 100% of the face value of the relevant accounts receivable, resulting in derecognition of the accounts receivable from the Company’s consolidated balance sheet. The Company de-recognized $522.7 million and $408.9 million of accounts receivable under this agreement during the years ended December 31, 2023 and 2022, respectively. The amount remitted to the Purchasers during fiscal years 2023 and 2022 was $507.6 million and $308.7 million, respectively. Unsold accounts receivable of $41.2 million and $46.5 million were pledged by the SPEs as collateral to the Purchasers as of December 31, 2023, and 2022, respectively. These pledged accounts receivables are included in accounts receivable, net in the consolidated balance sheets. The program resulted in a pre-tax loss of $9.0 million and $3.1 million for the years ended December 31, 2023 and 2022, respectively.

The fair value of the sold accounts receivable approximated their book value due to their short-term nature. Sold accounts receivable are presented as a change in receivables within operating activities in the consolidated statements of cash flows.

BR Exar AR Facility

On February 15, 2023, certain of the Company’s subsidiaries entered into a receivables purchase agreement (the “First RPA”) with BR Exar, LLC (“BREL”), an affiliate of B. Riley Commercial Capital, LLC. The Company received $9.8 million, net of legal and other fees of $0.2 million, in purchase price under the First RPA. Under the terms of the First RPA, certain of the Company’s subsidiaries agreed to sell certain existing receivables and all of their future receivables to BREL until such time as BREL shall have collected $13.5 million, net of any costs, expenses or other amounts paid to or owing to the buyer under the agreement. BREL collected the entire outstanding balance of $13.5 million under the First RPA during the period from March 2023 to April 2023. Subsequent to the First RPA, certain of the Company’s subsidiaries entered into an another receivables purchase agreement on June 13, 2023 and additional eight (8) amendments to this receivables purchase agreement over the course of fiscal 2023 (the “Second RPA”, together with the First RPA, the “BR Exar AR Facility”) with BREL. The Company received $32.3 million, net of legal and other fees of $0.2 million, in purchase price under the Second RPA. Under the terms of the Second RPA, the Company’s subsidiaries agreed to sell certain existing receivables and all of their future receivables to BREL until such time as BREL shall have collected a total of $39.8 million, net of any costs, expenses or other amounts paid to or owing to the buyer under the agreement. BREL collected the entire outstanding balance of $39.8 million under the Second RPA during the period from June 2023 to December 2023. As of December 31, 2023, there was no outstanding balance under the BR Exar AR Facility.

Under the BR Exar AR Facility, transfers of accounts receivable from certain of the Company’s subsidiaries are treated as secured borrowings under ASC 860, Transfers and Servicing and are not accounted for as a reduction in accounts receivable because the agreements do not transfer effective control over and risk related to the accounts receivable to BREL. Accordingly, the Company treated total of $0.4 million of legal fee and other expense incurred under the BR Exar AR Facility as debt issuances cost and $10.7 million of difference between the net process received by the Company and total amount collected by BREL under the BR Exar AR Facility as original issue discount. Debt issuance cost and original issue discount relating to the BR Exar AR Facility are included in interest expense, net in the consolidated statements of operations for the year ended December 31, 2023.

Second Lien Note

On February 27, 2023, the SPEs and B. Riley Commercial Capital, LLC entered into a new Secured Promissory Note (which was subsequently assigned to BRF Finance) pursuant to which B. Riley Commercial Capital, LLC agreed to lend up to $35.0 million secured by a second lien pledge of the Securitization Borrower (the “Second Lien Note”). The Second Lien Note is scheduled to mature on June 17, 2025 and bears interest at a per annum rate of one-month Term SOFR plus 7.5%. The SPEs are party to the Amended Receivables Purchase Agreement, thus the transactions necessitated amendments to that agreement and related documents to permit the addition of subordinated debt and additional borrowing capacity into that transaction structure, in addition to providing for a $5.0 million fee to the lenders

for facilitating the transaction. In connection with the above-described facility, we also amended the BRCC Term Loan and BRCC Revolver to provide for $9.6 million of borrowing capacity, which was drawn as described above.

As of December 31, 2023, there were borrowings of $31.5 million outstanding under the Second Lien Note payable at maturity.

Long-Term Debt Outstanding

As of December 31, 2023 and 2022, the following long-term debt instruments were outstanding:



	December 31,		December 31,
	2023		2022
Other (a)	$	21,101	$	25,117
2023 term loans (b)		—		71,470
Senior secured term loan maturing January 14, 2026 (c)		37,921		—
2023 notes (d)		—		22,762
July 2026 Notes maturing July 15, 2026 (e)		22,788		908,959
April 2026 Notes maturing April 15, 2026 (f)		931,293		—
Secured borrowings under BRCC Facility matured on June 10, 2023		19,898		68,529
Second lien note maturing June 17, 2025 (g)		27,608		—
Total debt		1,060,609		1,096,837
Less: Current portion of long-term debt		(30,029)		(154,802)
Long-term debt, net of current maturities	$	1,030,580	$	942,035

(a)	Other debt represents outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans and receivables factoring arrangement entered into by subsidiaries of the Company.

(b)	Net of unamortized original issue discount and debt issuance costs of $0.2 million and $0.9 million, respectively, as of December 31, 2022.

(c)	Net of unamortized debt issuance costs of $1.6 million as of December 31, 2023.

(d)	Net of unamortized original issue discount and debt issuance costs of $0.1 million and less than $0.1 million, respectively, as of December 31, 2022.

(e)

Net of unamortized net original issue discount and debt issuance costs of $0.9 million and $0.2 million, respectively, as of December 31, 2023; and unamortized net debt exchange premium and carried forward debt issuance costs of $58.8 million and $12.1 million, respectively, as of December 31, 2022.

(f)	Net of unamortized net debt exchange premium of $119.4 million as of December 31, 2023.

(g)	Net of unamortized debt issuance costs of $3.9 million as of December 31, 2023.

As of December 31, 2023, maturities of long-term debt are as follows:


	Maturity
2024	$	30,296
2025		45,138
2026		871,576
2027		1,020
2028		—
Thereafter		—
Total long-term debt		948,030
Less: Unamortized original issue discount, debt premium and debt issuance cost		112,579
	$	1,060,609

Income Taxes - Net operating loss carryforwards (Details) $ in Thousands	Dec. 31, 2023 USD ($)
MOROCCO
Operating loss carryforwards
Net operating loss carryforwards	$ 500
Federal
Operating loss carryforwards
Net operating loss carryforwards	1,333
Net operating loss carryforward indefinitely	1,333
State
Operating loss carryforwards
Net operating loss carryforwards	250,522
Net operating loss carryforward indefinitely	27,328
State \| 2024 - 2028
Operating loss carryforwards
Net operating loss carryforwards	24,113
State \| 2029 - 2033
Operating loss carryforwards
Net operating loss carryforwards	69,815
State \| 2034 - 2042
Operating loss carryforwards
Net operating loss carryforwards	129,266
Foreign.
Operating loss carryforwards
Net operating loss carryforwards	20,900
Foreign. \| POLAND
Operating loss carryforwards
Net operating loss carryforwards	100
Foreign. \| HUNGARY
Operating loss carryforwards
Net operating loss carryforwards	200
Foreign. \| NETHERLANDS
Operating loss carryforwards
Net operating loss carryforwards	700
Foreign. \| Finland
Operating loss carryforwards
Net operating loss carryforwards	$ 200

Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment, Net
Finance lease right-of-use assets	$ 66,168	$ 66,256
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization	271,508	279,214
Less: Accumulated depreciation and amortization	(213,142)	(207,520)
Property, plant and equipment, net	58,366	71,694
Depreciation expense
Depreciation expense	20,000	24,500
Land
Property, Plant and Equipment, Net
Property, plant and equipment, gross	6,288	6,687
Buildings and improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 23,316	24,307
Buildings and improvements \| Minimum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	7 years
Buildings and improvements \| Maximum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	40 years
Leasehold improvements
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 37,930	37,383
Vehicles
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 443	289
Vehicles \| Minimum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	5 years
Vehicles \| Maximum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	7 years
Machinery and equipment
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 25,755	26,820
Machinery and equipment \| Minimum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	15 years
Computer equipment and software
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 103,011	108,898
Computer equipment and software \| Minimum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	3 years
Computer equipment and software \| Maximum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	8 years
Furniture and fixtures
Property, Plant and Equipment, Net
Property, plant and equipment, gross	$ 8,597	$ 8,574
Furniture and fixtures \| Minimum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	5 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment, Net
Estimated Useful Lives (in Years)	15 years

Employee Benefit Plans (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pension plans
Plan assets	$ 52,081	$ 45,694	$ 89,972
Weighted average expected long-term rate	5.79%
German Pension Plan
Pension plans
Plan assets	$ 0
German Pension Plan \| Minimum
Pension plans
Qualifying period	10 years
Historical performance period	10 years
German Pension Plan \| Maximum
Pension plans
Historical performance period	20 years
German Pension Plan \| Unfunded Plan
Pension plans
Plan assets	$ 0
U.K. Pension Plan
Pension plans
Historical performance period	10 years
Weighted average expected long-term rate	5.87%	3.45%
U.K. Pension Plan \| Minimum
Pension plans
Minimum required years prior to retirement for eligibility	3 years
Historical performance period	15 years
U.K. Pension Plan \| Maximum
Pension plans
Historical performance period	20 years
Asterion Pension Plan
Pension plans
Weighted average expected long-term rate	3.16%	3.80%
Asterion Pension Plan \| Minimum
Pension plans
Minimum required years prior to retirement for eligibility	3 years
Norway Pension Plan
Pension plans
Weighted average expected long-term rate	4.45%	4.15%
Norway Pension Plan \| Minimum
Pension plans
Minimum required years prior to retirement for eligibility	3 years

Employee Benefit Plans - Plan Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Weighted average allocation of plan assets (as a percent)	100.00%	100.00%
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 52,081	$ 45,694	$ 89,972
Minimum
Defined Benefit Plan Disclosure [Line Items]
Investment objective period to earn long-term expected rate of return	15 years
Maximum
Defined Benefit Plan Disclosure [Line Items]
Investment objective period to earn long-term expected rate of return	20 years
Level 1
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 941	932
Level 2
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	51,140	44,762
Cash.
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	941	932
Cash. \| Level 1
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 941	$ 932
UK and international equities
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Weighted average allocation of plan assets (as a percent)	27.30%	27.00%
International
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 13,297	$ 11,400
International \| Level 2
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 13,297	$ 11,400
UK government and corporate bonds
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Weighted average allocation of plan assets (as a percent)	5.10%	5.50%
Corporate bonds / UK Gilts
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 2,671	$ 2,529
Corporate bonds / UK Gilts \| Level 2
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 2,671	$ 2,529
Diversified growth fund
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Weighted average allocation of plan assets (as a percent)	15.10%	18.50%
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 7,846	$ 8,417
Diversified growth fund \| Level 2
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 7,846	$ 8,417
Multi Asset Credit Fund
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Weighted average allocation of plan assets (as a percent)	1.60%	4.70%
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 838	$ 2,158
Multi Asset Credit Fund \| Level 2
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 838	$ 2,158
Liability Driven Investments
Defined Benefit Plan, Plan Assets, Allocations [Abstract]
Weighted average allocation of plan assets (as a percent)	50.90%	44.30%
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 26,488	$ 20,258
Liability Driven Investments \| Level 2
Defined Benefit Plan Pension Assets Fair Value By Category [Abstract]
Fair value of plan assets	$ 26,488	$ 20,258

Accrued Liabilities and Other Long-Term Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Liabilities and Other Long-Term Liabilities

Accrued Liabilities and Other Long-Term Liabilities

10. Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following:


	December 31,
	2023		2022
Accrued taxes (exclusive of income taxes)	$	9,470	$	9,797
Accrued lease exit obligations		5,110		—
Accrued professional, legal fees and other expenses		34,342		37,366
Accrued legal reserve for pending litigation		10,333		10,322
Accrued transaction costs		2,764		2,763
Other accruals		1,680		1,092
	$	63,699	$	61,340

Other Long-term liabilities consist of the following:


	December 31,
	2023		2022
Deferred revenue	$	1,008	$	1,180
Accrued lease exit obligations		373		373
Accrued compensation expense		766		1,021
Private warrants liability of XBP Europe		50		—
Customer deposits under long term contracts		2,382		2,409
Other		1,232		1,121
	$	5,811	$	6,104

Long-Term Debt and Credit Facilities - Securitization (Details) - USD ($) $ in Thousands					12 Months Ended
	Jun. 17, 2022	Mar. 07, 2022	Apr. 11, 2021	Dec. 17, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 31, 2022	Jul. 31, 2022	Jul. 17, 2022	Jul. 12, 2017
Securitization Facility, Prepayment Premium	$ 2,700
Total debt					$ 1,060,609	$ 1,096,837
Outstanding balance of debt					$ 948,030
Senior secured revolving facility
Available facility amount							$ 100,000				$ 100,000
One-month adjusted LIBOR \| Senior secured revolving facility
Variable interest rate (as a percent)					1.00%
Applicable margin rate					1.00%
London Interbank Offered Rate
Variable interest rate (as a percent)					6.50%
Applicable margin rate					6.50%
A/R Facility
Accounts Receivable from Securitization				$ 160,000
Securitization facility, payment of accrued interest and fees				$ 83,000
Securitization Facility
Variable interest rate (as a percent)							8.75%
Write off of previously recognized debt issuance costs	3,300
Repayment of principal, accrued interest and fees	500
Securitization facility, payment of accrued interest and fees	1,300
Outstanding borrowings under the facility	91,900
Facility term (years)				5 years
Available facility amount				$ 145,000
Initial funding supported by receivables				92,000
Accounts receivable, sale	$ 85,000
Accounts receivable de-recognized					$ 522,700	408,900
Percentage of face value of accounts receivable	100.00%
Further funding supported by inventory and intellectual property				53,000
Proceeds From Sale Of Receivables				$ 92,000
Proceeds from additional borrowings			$ 53,000
Remitted amount					507,600	308,700
Accounts receivable, Unsold, Pledged as collateral					41,200	46,500
Pre-tax loss					$ 9,000	$ 3,100
Applicable margin rate							8.75%
Securitization Facility \| Amended And Restated Receivables Purchase Agreements
Outstanding borrowings under the facility										$ 150,000
Securitization Facility \| Federal funds
Variable interest rate (as a percent)							0.50%
Applicable margin rate							0.50%
Securitization Facility \| One-month adjusted LIBOR
Variable interest rate (as a percent)							1.00%
Applicable margin rate							1.00%
Securitization Facility \| London Interbank Offered Rate
Variable interest rate (as a percent)							9.75%
Applicable margin rate							9.75%
Revolving Loan Exchange and Prepayment Agreement
Aggregate purchase price									$ 9,000
Write off of previously recognized debt issuance costs		$ 200
Total debt								$ 20,200

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts receivable, allowance for doubtful accounts	$ 6,628	$ 6,402
Accumulated depreciation	$ 213,142	$ 207,520
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	6,365,353	1,393,889
Common stock, shares outstanding	6,365,353	1,393,276
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Treasury Stock (in shares)	0	612
Series A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	2,800,000
Preferred stock, shares issued	2,778,111	2,778,111
Preferred stock, shares outstanding	2,778,111	2,778,111
Series B Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	8,100,000
Preferred stock, shares issued	3,029,900	0
Preferred stock, shares outstanding	3,029,900	0

Intangible Assets and Goodwill - Intangibles - Amortization expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Intangibles amortization expense
2024	$ 33,031
2025	25,443
2026	21,001
2027	17,259
2028	13,686
Thereafter	49,200
Intangible assets, net	$ 159,620

Leases - Cash Paid and Lease Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 18,892	$ 21,560
Financing cash flows from finance leases	4,570	5,523
Right-of-use lease assets obtained in the exchange for lease liabilities:
Operating leases	10,257	6,940
Finance leases	$ 405	$ 4,790

Long-Term Debt and Credit Facilities - Senior Secured Term Notes (Details)	Jul. 11, 2023 USD ($) item	Dec. 31, 2023 USD ($)	Dec. 09, 2021 USD ($)	Jul. 12, 2017 USD ($)
Long-Term Debt and Credit Facilities.
Minimum business days elect to have interest on all or a portion of the loans be charged	3 days
Outstanding balance of debt		$ 948,030,000
Senior Secured Term Loan
Long-Term Debt and Credit Facilities.
Amount of facility	$ 40,000,000.0
Adjustment rate on variable rate (in percent)	1.00%
Interest rate (in percent)	10.39%
Number of business days prior to the first day of interest period considered for calculation of interest rate	2 days
Period considered for calculation of interest rate	3 months
Maximum number of loans in effect at any given time \| item	5
Minimum amount of loan may exercise	$ 500,000
Integral multiples of loan for exercise of loan	$ 100,000
Number of installments \| item	10
Monthly installments	$ 500,000
Outstanding borrowings under the facility	$ 34,500,000	$ 39,500,000
Senior Secured Term Loan \| Federal funds
Long-Term Debt and Credit Facilities.
Applicable margin rate	0.50%
Senior Secured Term Loan \| SOFR
Long-Term Debt and Credit Facilities.
Adjustment rate on variable rate (in percent)	0.26161%
Interest rate (in percent)	11.39%
Deemed rate, if rate less than 4.00%	4.00%
Reference Rate Loan
Long-Term Debt and Credit Facilities.
Applicable margin rate	4.00%
Senior Secured Notes Due2023 Member
Long-Term Debt and Credit Facilities.
Amount of facility				$ 1,000,000,000.0
Interest rate (in percent)				10.00%
Outstanding balance of debt			$ 912,700,000

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Basis of Presentation and Summary of Significant Accounting Policies

Schedule of disaggregated revenue from contracts by geographic region and by segment


	Year Ended December 31,
	2023								2022
		ITPS		HS		LLPS		Total		ITPS		HS		LLPS		Total
U.S.A.	$	545,465	$	251,380	$	80,425	$	877,270	$	566,621	$	239,270	$	72,753	$	878,644
EMEA		166,573		—		—		166,573		180,502		—		—		180,502
Other		20,281		—		—		20,281		18,011		—		—		18,011
Total	$	732,319	$	251,380	$	80,425	$	1,064,124	$	765,134	$	239,270	$	72,753	$	1,077,157

Schedule of contract balances


	December 31,		December 31,		January 1,
	2023		2022		2022
Accounts receivable, net	$	76,893	$	101,616	$	184,102
Deferred revenues		13,107		17,585		17,518
Customer deposits		23,838		16,955		17,707
Costs to obtain and fulfill a contract		1,400		1,674		2,328

Schedule of estimated remaining fixed consideration for unsatisfied performance obligations


Estimated Remaining Fixed Consideration for Unsatisfied Performance Obligations

2024	$	35,578
2025		30,109
2026		3,676
2027		2,071
2028		1,251
2029 and thereafter		—
Total	$	72,685

Schedule of components of basic and diluted EPS


	Year Ended December 31,
	2023		2022
Net loss attributable to common stockholders (A)	$	(133,835)	$	(422,834)
Weighted average common shares outstanding – basic and diluted (B)		5,983,517		307,967
Loss Per Share:
Basic and diluted (A/B)	$	(22.37)	$	(1,372.98)

Schedule of changes in the allowance for expected credit losses


Balance at January 1, 2023 of the allowance for expected credit losses	$	6,402
Change in the provision for expected credit losses for the period		226
Balance at December 31, 2023 of the allowance for expected credit losses	$	6,628

Long-Term Debt and Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2023

Long-Term Debt and Credit Facilities

Schedule of outstanding long-term debt instruments



	December 31,		December 31,
	2023		2022
Other (a)	$	21,101	$	25,117
2023 term loans (b)		—		71,470
Senior secured term loan maturing January 14, 2026 (c)		37,921		—
2023 notes (d)		—		22,762
July 2026 Notes maturing July 15, 2026 (e)		22,788		908,959
April 2026 Notes maturing April 15, 2026 (f)		931,293		—
Secured borrowings under BRCC Facility matured on June 10, 2023		19,898		68,529
Second lien note maturing June 17, 2025 (g)		27,608		—
Total debt		1,060,609		1,096,837
Less: Current portion of long-term debt		(30,029)		(154,802)
Long-term debt, net of current maturities	$	1,030,580	$	942,035

(a)	Other debt represents outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with loans and receivables factoring arrangement entered into by subsidiaries of the Company.

(b)	Net of unamortized original issue discount and debt issuance costs of $0.2 million and $0.9 million, respectively, as of December 31, 2022.

(c)	Net of unamortized debt issuance costs of $1.6 million as of December 31, 2023.

(d)	Net of unamortized original issue discount and debt issuance costs of $0.1 million and less than $0.1 million, respectively, as of December 31, 2022.

(e)

(f)	Net of unamortized net debt exchange premium of $119.4 million as of December 31, 2023.

(g)	Net of unamortized debt issuance costs of $3.9 million as of December 31, 2023.

Schedule of maturities of long-term debt


	Maturity
2024	$	30,296
2025		45,138
2026		871,576
2027		1,020
2028		—
Thereafter		—
Total long-term debt		948,030
Less: Unamortized original issue discount, debt premium and debt issuance cost		112,579
	$	1,060,609

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 45
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-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 30
-Section 45
-Paragraph 1A
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-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

12. Income Taxes

The Company provides for income taxes using an asset and liability approach, under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable.

For financial reporting purposes, income/ (loss) before income taxes includes the following components:


	Year Ended December 31,
	2023		2022
United States	$	(118,894)	$	(422,136)
Foreign		3,329		10,754
	$	(115,565)	$	(411,382)

The provision for federal, state, and foreign income taxes consists of the following:


	Year Ended December 31,
	2023		2022
Federal
Current	$	—	$	—
Deferred		666		(1,597)
State
Current		1,161		636
Deferred		(154)		(123)
Foreign
Current		8,755		3,416
Deferred		(1,560)		1,867
Income Tax Expense	$	8,868	$	4,199

The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for are as follows:


	Year Ended December 31,
	2023		2022
Tax at statutory rate	$	(24,268)	$	(86,390)
Add (deduct)
State income taxes		(11,056)		(8,520)
Foreign income taxes		1,459		1,290
Nondeductible goodwill impairment		3,465		34,967
Cancellation of debt income		—		6,429
Permanent differences		145		1,061
Litigation settlement		—		—
Changes in valuation allowance		90,334		75,210
Unremitted earnings		1,218		891
GILTI Inclusion		567		639
Expiration and reduction of tax attributes		(53,265)		(30,103)
Uncertain tax positions		4,051		—
Debt related basis differences		—		10,994
Other		(3,782)		(2,269)
Income Tax Expense	$	8,868	$	4,199

The Tax Cuts and Jobs Act (“TCJA”) was signed by the President of the United States and enacted into law on December 22, 2017. This overhaul of the US tax law made a number of substantial changes, including the reduction of the corporate tax rate from 35% to 21%, establishing a dividends received deduction for dividends paid by foreign subsidiaries to the US, elimination or limitation of certain deductions (interest, domestic production activities and

executive compensation), imposing a mandatory tax on previously unrepatriated earnings accumulated offshore since 1986 and establishing global minimum income tax and base erosion tax provisions related to offshore activities and affiliated party payments.

The TCJA subjects a US shareholder to tax on Global Intangible Low-taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected the accounting policy to recognize the tax expense related to GILTI in the year the tax is incurred as a period expense. At December 31 2023, the Company has GILTI inclusion of $2.7 million related to current-year operations.

On July 20, 2020, the U.S. Treasury and the Internal Revenue Service issued Final Regulations which will allow an annual election to exclude from the U.S. tax return certain GILTI amounts when the taxes paid by a foreign affiliate exceed 18.9% (90% of U.S. statutory rate of 21%) of the GILTI amount for that foreign affiliate (the “high-tax exception”). These regulations are effective for the 2023 taxable year with an election to apply to any taxable year beginning after 2017. In many of the countries in which the Company operates there are differences between local tax rules used to determine the tax base and the U.S. tax principles used to determine GILTI. Therefore, while many of the countries have a statutory tax rate above the 18.9% threshold, separate affiliates may not meet the 18.9% threshold each year and, as such, may not qualify for this exclusion. The Company plans to make the high-tax exception election for the 2023 tax year resulting in a GILTI inclusion of $2.7 million for the 2023 tax year. Additionally, the Company made the high-tax exception election for 2022 on its 2022 tax returns.

Beginning in 2018, the TCJA also subjects a U.S. shareholder of a controlled foreign corporation to current tax on certain payments from corporations subject to US tax to related foreign persons, also referred to as base erosion and anti-abuse tax ("BEAT"). The BEAT provisions in the Tax Reform Act eliminates the deduction of certain base-erosion payments made to related foreign corporations and impose a minimum tax if greater than regular tax. The Company has recorded no tax liability related to BEAT for the year ended December 31, 2023 and 2022.

The components of deferred income tax liabilities and assets are as follows:


	Year Ended December 31,
	2023		2022
Deferred income tax liabilities:
Book over tax basis of intangible assets and fixed assets	$	(31,760)	$	(44,632)
Unremitted foreign earnings		(9,505)		(8,154)
Operating lease and finance lease right-of-use assets		(6,171)		(7,883)
Other, net		(1,595)		(2,005)
Total deferred income tax liabilities	$	(49,031)	$	(62,674)

Deferred income tax assets:
Allowance for credit losses and receivable adjustments	$	2,437	$	2,018
Inventory		3,127		3,141
Accrued liabilities		14,505		16,536
Net operating loss and tax credit carryforwards		34,222		156,180
Tax deductible goodwill		1,674		2,534
Disallowed interest deduction		184,006		146,923
Operating lease and finance lease liabilities		6,621		7,981
Sec 174 Costs		1,862		—
Debt and credit facilities		177,636		5,237
Other, net		10,983		17,595
Total deferred income tax assets	$	437,073	$	358,145

Valuation allowance		(396,691)		(305,168)
Total net deferred income tax assets (liabilities)	$	(8,649)	$	(9,697)

Gross deferred tax assets are reduced by valuation allowances to the extent the Company determines it is not more-likely-than-not the deferred tax assets are expected to be realized. At December 31, 2023, the Company recognized $396.7 million of valuation allowances against gross deferred tax assets primarily related to net operating loss and tax credit carryforwards. Of this amount, approximately $3.8 million of the total valuation allowance relates to state limitations on the utilization of net operating loss carryforwards due to numerous changes in ownership. Approximately $151.9 million and $21.8 million of the total valuation allowance relates to U.S. federal and state disallowed interest deduction pursuant to the TCJA. The remaining $219.3 million of the valuation allowance relates to non-limited U.S. and non-U.S. net operating losses, capital losses, and tax credits that are not expected to be realizable.

The net change during the year in the total valuation allowance was an increase of $91.5 million primarily related to the debt transaction which generated increases for tax original issuance discount partially offset by a decrease for eliminated net operating losses.

Under the debt buy-back program a substantial amount of the Company’s debt was extinguished. Absent an exception, a debtor recognizes cancelation of debt income (“CODI”) upon discharge of its outstanding indebtedness for an amount of consideration that is less than the outstanding debt. The Internal Revenue Code of 1986, as amended, (the Code), provides that a debtor may exclude CODI from taxable income to the extent the entity is insolvent, but must reduce certain of its tax attributes by the amount of CODI. The Company determined that the level of its insolvency at July 12, 2023 was below the indicated amount of CODI resulting from the debt exchange. For the year ended December 31, 2023 the amount of CODI was $780.0 million, of which $54.0 Million was included in the current year taxable income and $726.0 million was excluded from taxable income, resulting in the elimination of $624.0 million gross federal and state net operating losses. For the year ended December 31, 2022 the Company excluded $8.7 million of CODI from taxable income and reduced the gross U.S. federal net operating loss by the corresponding amount.

Included in deferred tax assets are foreign and state net operating loss carryforwards and state tax credit carryforwards due to expire beginning in 2023 through 2041. As of December 31, 2023, the Company has state income tax net operating loss (NOL) carryforwards of $250.5 million, which will expire at various dates from 2024 through

2042, and $1.3 million of federal NOLs and $27.3 million of state NOLs that carry forward indefinitely. Such NOL carryforwards expire as follows:


			State and Local
	Federal NOL		NOL
2024 - 2028	$	—	$	24,113
2029 - 2033		—		69,815
2034- 2042		—		129,266
Indefinite		1,333		27,328
	$	1,333	$	250,522

As of December 31, 2023, the Company has foreign net operating loss carryforwards of $20.9 million, $0.1 million of which were generated by Exela Poland, $0.2 million were generated in Hungary and Serbia, $0.7 million is generated in Netherland, $0.2 million were generated in Finland, $0.5 million were generated in Morocco and will expire in 2024, 2025, 2024, 2028 and 2027, respectively. The remainder of the foreign net operating losses will be carried forward indefinitely.

The Company adopted the provision of accounting for uncertainty in income taxes in the Topic of the ASC 740, Income Taxes (“ASC 740”). ASC 740 clarifies the accounting for uncertain tax positions in the Company's financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on tax returns. The total amount of unrecognized tax benefits, exclusive of interest and penalties, is $2.9 million, and $2.2 million at December 31, 2023 and 2022 respectively. Included in the balance of unrecognized tax benefits as of December 31, 2023 and 2022 are $2.9 million and $0.8 million, respectively, of tax benefits that, if recognized, would benefit the effective tax rate. Total accrued interest and penalties recorded on the consolidated balance sheet was $3.9 million and $2.0 million at December 31, 2023 and 2022, respectively. The total amount of interest and penalties recognized in the consolidated statement of operations for the years ended December 31, 2023 and 2022 was $1.9 million and $(0.4) million, respectively.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


	Year Ended December 31,
	2023		2022
Unrecognized tax benefits—January 1	$	2,163	$	2,077
Gross increases—tax positions in prior period		2,230		—
Gross decreases—tax positions in prior period		(1,481)		(20)
Gross increases—tax positions in current period		88		106
Settlement		—		—
Lapse of statute of limitations		(82)		—
Unrecognized tax benefits—December 31	$	2,918	$	2,163

The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The statute of limitations for U.S. purposes is open for tax years ending on or after December 31, 2018. State jurisdictions that remain subject to examination are not considered significant. The Company has significant foreign operations in India and EMEA. The Company may be subject to examination by the India tax authorities for tax periods ending on or after March 31, 2014.

At December 31, 2023, the Company maintains its prior indefinite reinvestment assertion on undistributed earnings related to certain foreign subsidiaries. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $145.0 million of undistributed earnings from these foreign subsidiaries as those earnings continue to be permanently reinvested. However, the Company does not indefinitely reinvest earnings in Canada, China, India, Mexico and Philippines. The Company recorded $9.1 million and $7.9 million of foreign withholding taxes on the undistributed earnings of these jurisdictions at December 31, 2023 and 2022, respectively. The Company recorded $1.2 million deferred expense and $0.8 million of deferred expense in the

consolidated statement of operations at December 31, 2023 and 2022, respectively. The foreign withholding taxes deferred expense recorded in the current year is attributable to the current year undistributed earnings.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stockholders' Equity - Common Stock (Details)	12 Months Ended
Stockholders' Equity - Common Stock (Details)	Dec. 31, 2023 Vote shares	Dec. 31, 2022 shares
Common Stock
Common Stock, shares authorized	1,600,000,000	1,600,000,000
Number of voting rights entitled for each share of Common Stock held \| Vote	1
Common stock, shares outstanding	6,365,353	1,393,276

Related-Party Transactions - Payable and Receivable/Prepaid Balances with Affiliates (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Related party
Related-Party Transactions
Payables	$ 1,938	$ 2,473
Receivables and Prepaid Expenses	296	759
HOV Services, Ltd
Related-Party Transactions
Receivables and Prepaid Expenses	296	412
Rule 14
Related-Party Transactions
Payables	1,918	2,473
HGM
Related-Party Transactions
Payables	9
Receivables and Prepaid Expenses		$ 347
DOW
Related-Party Transactions
Payables	$ 11

Intangible Assets and Goodwill - Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangibles
Gross Carrying Amount	$ 702,348	$ 701,065
Accumulated Amortization	(537,428)	(500,083)
Intangible Asset, net	164,920	200,982
Impairment charge	0
Carrying amount of indefinite-lived trade names which are not amortizable	5,300
Aggregated amortization expense	$ 40,500	$ 47,300
Customer relationships
Intangibles
Weighted Average Useful Life (in years)	8 years 4 months 24 days	9 years
Gross Carrying Amount	$ 507,930	$ 507,723
Accumulated Amortization	(380,580)	(351,240)
Intangible Asset, net	$ 127,350	$ 156,483
Developed technology
Intangibles
Weighted Average Useful Life (in years)	1 year 2 months 12 days	2 years 1 month 6 days
Gross Carrying Amount	$ 88,554	$ 88,553
Accumulated Amortization	(88,085)	(88,000)
Intangible Asset, net	$ 469	$ 553
Patent
Intangibles
Weighted Average Useful Life (in years)	2 months 12 days	1 year 2 months 12 days
Gross Carrying Amount	$ 15	$ 15
Accumulated Amortization	(14)	(6)
Intangible Asset, net	1	9
Trade names
Intangibles
Gross Carrying Amount	5,300	8,400
Accumulated Amortization		(3,100)
Intangible Asset, net	5,300	5,300
Accumulated impairment losses	$ 44,100	$ 44,100
Outsource contract costs
Intangibles
Weighted Average Useful Life (in years)	2 years 6 months	3 years
Gross Carrying Amount	$ 17,734	$ 17,184
Accumulated Amortization	(16,334)	(15,509)
Intangible Asset, net	$ 1,400	$ 1,675
Internally developed software
Intangibles
Weighted Average Useful Life (in years)	2 years 7 months 6 days	2 years 10 months 24 days
Gross Carrying Amount	$ 56,066	$ 52,441
Accumulated Amortization	(43,499)	(35,095)
Intangible Asset, net	$ 12,567	$ 17,346
Purchased software
Intangibles
Weighted Average Useful Life (in years)	10 years	11 years
Gross Carrying Amount	$ 26,749	$ 26,749
Accumulated Amortization	(8,916)	(7,133)
Intangible Asset, net	$ 17,833	$ 19,616

Basis of Presentation and Summary of Significant Accounting Policies - Obligation For Claim Payment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Restricted Cash
Obligation for claim payment	$ 66,988	$ 44,380

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

8. Property, Plant and Equipment, Net

Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following:



	Estimated Useful Lives	December 31,
	(in Years)	2023		2022
Land	N/A	$	6,288	$	6,687
Buildings and improvements	7 – 40		23,316		24,307
Leasehold improvements	Shorter of life of improvement or lease term		37,930		37,383
Vehicles	5 – 7		443		289
Machinery and equipment	5 – 15		25,755		26,820
Computer equipment and software	3 – 8		103,011		108,898
Furniture and fixtures	5 – 15		8,597		8,574
Finance lease right-of-use assets	Shorter of life of the asset or lease term		66,168		66,256
			271,508		279,214
Less: Accumulated depreciation and amortization			(213,142)		(207,520)
Property, plant and equipment, net		$	58,366	$	71,694

Depreciation expense related to property, plant and equipment was $20.0 million and $24.5 million for the years ended December 31, 2023 and 2022, respectively.

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (125,156)	$ (415,581)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Subparagraph (a)
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Changes in the allowance for expected credit losses (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Changes in allowance for expected credit losses
Allowance for expected credit losses, Beginning Balance	$ 6,402
Change in the provision for expected credit losses for the period	226
Allowance for expected credit losses, Ending Balance	$ 6,628

Basis of Presentation and Summary of Significant Accounting Policies - Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net loss per share
Number of anti-dilutive shares excluded from computation of diluted loss per share	2,446	2,484
Warrants outstanding	1,978
Net loss attributable to common stockholders	$ (133,835)	$ (422,834)
Weighted average common shares outstanding - basic	5,983,517	307,967
Weighted average common shares outstanding - diluted	5,983,517	307,967
Basic (in dollars per share)	$ (22.37)	$ (1,372.98)
Diluted (in dollars per share)	$ (21.11)	$ (1,372.98)
Series A Preferred Stock
Net loss per share
Number of anti-dilutive shares excluded from computation of diluted loss per share	403
Series B Preferred Stock
Net loss per share
Number of anti-dilutive shares excluded from computation of diluted loss per share	16,320
Warrant
Net loss per share
Number of anti-dilutive shares excluded from computation of diluted loss per share	1,978	2,433
Warrants outstanding	7,913,637	9,731,819

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventories
Work in process	$ 1,034	$ 1,178
Finished goods	7,682	10,804
Supplies and parts	7,476	8,991
Less: Allowance for obsolescence	(4,690)	(4,125)
Inventory, Net, Total	$ 11,502	$ 16,848

Stockholders' Equity - Share Buyback Program (Details) - shares		12 Months Ended
	Aug. 10, 2022	Dec. 31, 2023	Dec. 31, 2022
Share Buyback Program
Shares repurchased (in shares)			232
2022 Share Buyback Program
Share Buyback Program
Authorized amount (in shares)	50,000
Term of share buyback program	2 years
Shares repurchased (in shares)		0
Common Stock repurchased and retired (in shares)		1,787

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Stockholders' Equity - Treasury Stock (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Sep. 30, 2023
Stockholders' Equity
Treasury Stock (in shares)	612	0	612
Shares repurchased (in shares)	232
Shares returned in connection with the Appraisal Action following repayment of Margin Loan (in shares)	380

- Definition

+ References + Details

Related-Party Transactions

12 Months Ended

Dec. 31, 2023

Related-Party Transactions

Related-Party Transactions

18. Related-Party Transactions

Relationship with HandsOn Global Management

The Company incurred reimbursable travel expenses to HOVS LLC and HandsOn Fund 4 I, LLC (collectively, and together with certain of their affiliated entities managed by HandsOn Global Management LLC, including such entity, “HGM”) of less than $0.1 million for each of the years ended December 31, 2023 and 2022, respectively. Certain members of our Board, including our Executive Chairman and Interim Chief Financial Officer, (Par Chadha, Matthew Brown, Sharon Chadha, Ron Cogburn, and James Reynolds) are or have been affiliated with HGM. Our Executive Chairman, Par Chadha and his wife, Sharon Chadha, are currently affiliated with HGM. Messrs. Cogburn and Reynolds were affiliated with HGM until 2020, and Mr. Brown was affiliated with HGM until 2017.

Pursuant to a master agreement dated January 1, 2015 between Rule 14, LLC and a subsidiary of the Company, the Company incurs marketing fees to Rule 14, LLC, a portfolio company of HGM. Similarly, the Company is party to ten master agreements with entities affiliated with HGM’s managed funds, each of which were entered into during 2015 and 2016. Each master agreement provides the Company with use of certain technology and includes a reseller arrangement pursuant to which the Company is entitled to sell these services to third parties. Any revenue earned by the Company in such third-party sales is shared 75%/25% with each of HGM’s venture affiliates in favor of the Company. The brands Zuma, Athena, Peri, BancMate, Spring, Jet, Teletype, CourtQ and Rewardio are part of the HGM managed funds. The Company has the license to use and resell such brands, as described therein. The Company incurred fees of $8.6 million and $6.9 million relating to these agreements for the years ended December 31, 2023 and 2022, respectively. The Company earned no revenue from third-party sales under the reseller arrangement for the years ended December 31, 2023 and 2022.

Certain operating companies lease their operating facilities from HOV RE, LLC and HOV Services Limited, which are affiliates under common control with HGM. The rental expense for these operating leases was $0.2 million for

each of the years ended December 31, 2023 and 2022, respectively. In addition, HOV Services, Ltd. provides the Company data capture and technology services. The expense recognized for these services was approximately $1.8 million and $1.5 million for the years ended December 31, 2023 and 2022, respectively. These expenses are included in cost of revenue in the consolidated statements of operations.

Consulting Agreement

The Company receives services from Oakana Holdings, Inc. The Company and Oakana Holdings, Inc. are related through a family relationship between certain shareholders and the president of Oakana Holdings, Inc. The expense recognized for these services was $0 and less than $0.1 million for the years ended December 31, 2023 and 2022, respectively.

Subscription Agreements

On July 21, 2022, the Company entered into a share subscription agreement with its Executive Chairman. Pursuant to this subscription agreement, on August 11, 2022, the Company issued and sold 355 shares of Common Stock of the Company to Par Chadha for a purchase price of $0.1 million.

Subscription, Voting and Redemption Agreement

At the Annual Meeting, stockholders will be asked to approve an amendment to the Certificate of Designations of the Company’s Series B Preferred Stock to allow the Company to have the ability to (a) pay dividends in shares of Common Stock, (b) pay less than all of the accrued dividends, and (c) pay dividends on any date designated by the Company’s Board for the payment of dividends. These Special Voting Stock are outstanding as of December 31, 2023.

Invoicing Support and Collection Services

On September 1, 2023, the Company, through one of its subsidiaries, entered into a Master Services Agreement (the “Agreement”) with Doctors of Waikiki LLP (the “DOW”), which is an affiliate under common control with HGM, where the Company could provide services under one or more statement(s) of work (each, a “SOW”) to DOW. Each SOW, together with the terms of this Agreement, shall be deemed a separate contract that is effective as of date set forth in the SOW. The Company, acting under the first statement of work (SOW-1), provides collection services to DOW to collect past-due medical debts from its patients and insurance companies for which the Company receives a commission of 15% for accounts assigned within one year of the service date and 25% for accounts assigned after one year. Under the second statement of work (SOW-2), the Company manages DOW's insurance billing and denial management for medical bills generated after patients receive treatment from DOW for which the Company invoices $2,000 per month for each full-time employee assigned to the project. For the year ended December 31, 2023, the Company has recognized less than $0.1 million of income under these two SOWs.

Account Receivable Sale Agreement

On September 18, 2023, the Company, through one of its subsidiaries, entered into an Account Receivable Sale Agreement (the “AR Agreement”) with DOW for purchases of accounts receivable from DOW. Under the AR Agreement, DOW agreed to sell certain healthcare receivables eligible under the AR purchase program, subject to acceptance by the Company up to $1.4 million. The Company will earn certain fees as outlined in the agreement,

including origination fees, underwriting fees, returned payment fees, late payment fees, and administration fees. For the year ended December 31, 2023, the Company has recognized no revenue under the AR Agreement.

Payable and Receivable/Prepaid Balances with Affiliates

Payable and receivable/prepaid balances with affiliates as of December 31, 2023 and December 31, 2022 were as follows:



	December 31, 2023				December 31, 2022
	Receivables and Prepaid Expenses		Payables		Receivables and Prepaid Expenses		Payables
HOV Services, Ltd	$	296	$	—	$	412	$	—
Rule 14		—		1,918		—		2,473
HGM		—		9		347		—
DOW		—		11		—		—
	$	296	$	1,938	$	759	$	2,473

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Basis of Presentation and Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Net exchange gains (losses)	$ 70	$ 1,288

Related-Party Transactions - Consulting Agreement (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related-Party Transactions
Amount of related party transaction	$ 11,444	$ 8,923
Consulting Services \| Oakana Holdings Inc
Related-Party Transactions
Related party expense		$ 100

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 23,341	$ 15,073
Restricted cash	43,812	29,994
Accounts receivable, net of allowance for credit losses of $6,628 and $6,402, respectively	76,893	101,616
Inventories, net	11,502	16,848
Prepaid expenses and other current assets	25,364	26,206
Total current assets	181,208	190,496
Property, plant and equipment, net of accumulated depreciation of $213,142 and $207,520, respectively	58,366	71,694
Operating lease right-of-use assets, net	33,874	40,734
Goodwill	170,452	186,802
Intangible assets, net	164,920	200,982
Deferred income tax assets	3,043	1,483
Other noncurrent assets	24,474	29,721
Total assets	636,337	721,912
Current liabilities
Current portion of long-term debt	30,029	154,802
Accounts payable	61,109	79,249
Income tax payable	2,080	2,045
Accrued liabilities	63,699	61,340
Accrued compensation and benefits	65,012	54,143
Accrued interest	52,389	60,901
Customer deposits	23,838	16,955
Deferred revenue	12,099	16,405
Obligation for claim payment	66,988	44,380
Current portion of finance lease liabilities	4,856	5,485
Current portion of operating lease liabilities	10,845	11,867
Total current liabilities	394,882	510,045
Long-term debt, net of current maturities	1,030,580	942,035
Finance lease liabilities, net of current portion	5,953	9,448
Pension liabilities, net	13,192	16,917
Deferred income tax liabilities	11,692	11,180
Long-term income tax liabilities	6,359	2,742
Operating lease liabilities, net of current portion	26,703	31,030
Other long-term liabilities	5,811	6,104
Total liabilities	1,495,172	1,529,501
Commitments and Contingencies (Note 14)
Stockholders' deficit
Common Stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 6,365,353 shares issued and outstanding at December 31, 2023 and 1,393,889 shares issued and 1,393,276 shares outstanding at December 31, 2022	261	162
Additional paid in capital	1,179,098	1,102,619
Less: Common Stock held in treasury, at cost; 0 shares at December 31, 2023 and 612 shares at December 31, 2022		(10,949)
Equity-based compensation	57,073	56,958
Accumulated deficit	(2,084,114)	(1,948,009)
Accumulated other comprehensive loss:
Foreign currency translation adjustment	(7,648)	(4,788)
Unrealized pension actuarial losses, net of tax	(174)	(3,583)
Total accumulated other comprehensive loss	(7,822)	(8,371)
Total stockholders' deficit attributable to Exela Technologies, Inc.	(855,503)	(807,589)
Noncontrolling interest in XBP Europe	(3,332)
Total stockholders' deficit	(858,835)	(807,589)
Total liabilities and stockholders' deficit	636,337	721,912
Series A Preferred Stock
Stockholders' deficit
Preferred stock, $0.0001 par value per share, 20,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively	1	1
Series B Preferred Stock
Stockholders' deficit
Preferred stock, $0.0001 par value per share, 20,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively
Related party
Current assets
Related party receivables and prepaid expenses	296	759
Current liabilities
Related party payables	$ 1,938	$ 2,473

Basis of Presentation and Summary of Significant Accounting Policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2023 category
Customer relationships \| Minimum
Intangible Assets
Estimated useful life	4 years
Customer relationships \| Maximum
Intangible Assets
Estimated useful life	16 years
Developed technology \| Minimum
Intangible Assets
Estimated useful life	5 years
Developed technology \| Maximum
Intangible Assets
Estimated useful life	8 years 6 months
Capitalized Software Costs \| Minimum
Intangible Assets
Estimated useful life	3 years
Capitalized Software Costs \| Maximum
Intangible Assets
Estimated useful life	5 years
Outsource contract costs
Intangible Assets
Number of principal categories	2

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

14. Commitments and Contingencies

Litigation

The Company is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe these actions will have a material, adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows.

Adverse Arbitration Order

In April 2020, one of the Company’s Nordic subsidiaries commenced an arbitration in Finland against a customer alleging breach of contract and other damages in connection with an outsourcing services agreement and transition services agreement executed in 2017. In September 2020, the customer submitted counterclaims against the Company in an aggregate amount in excess of €10.0 million. Following an expedited arbitration, in late November 2020, the arbitrator awarded the customer approximately $13.0 million in the aggregate for the counterclaimed damages and costs. The Company filed an application to annul the award in late January 2021 with the relevant court asserting, among other bases, that the arbitrator violated due process and procedural rules by disallowing the Company’s witness and expert testimony and maintaining the expedited format following the assertion of significant counterclaims which would ordinarily have required the application of normal rather than expedited rules. On May 28, 2021, the parties entered into a settlement agreement resolving this dispute for a total of $8.8 million including the reimbursement of certain third party charges. As of December 31, 2023 and 2022, there was a net outstanding balance of $0.9 million and $1.6 million, respectively for this matter included in accrued liabilities on our consolidated balance sheets.

Class Action

On March 23, 2020, the Plaintiff, Bo Shen, filed a putative class action against the Company, Ronald Cogburn, the Company’s former Chief Executive Officer, and James Reynolds, the Company’s former Chief Financial Officer and current member of the Company’s board of directors (the “Board”). Plaintiff claims to have been a holder of 4,000 shares of Company stock, purchased on October 4, 2019 at $1.34/share (in the case of the number of shares and share price without adjusting for any of the reverse stock splits occurring after that date). Plaintiff asserts two claims covering the purported class period of March 16, 2018 to March 16, 2020: (1) a violation of Section 10(b) and Rule 10b-5 of the Exchange Act against all defendants; and (2) a violation of Section 20(a) of the Exchange Act against Mr. Cogburn and Mr. Reynolds. The allegations stem from the Company’s press release, dated March 16, 2020 (announcing the postponement of the earnings call and delay in filing of its annual report on Form 10-K for the fiscal year ended December 31, 2019), and press release and related SEC filings, dated March 17, 2020 (announcing its intent to restate its financial statements for 2017, 2018 and interim periods through September 30, 2019) and certain other matters. On July 27, 2023, the parties submitted a settlement agreement to the Court that resulted in the dismissal of the action with

prejudice in exchange for a settlement payment of $5.0 million, which was preliminarily approved by the Court on August 21, 2023, and on December 7, 2023, the Court granted final approval of the settlement and entered a final judgment of dismissal and final orders approving the plan of allocation and plaintiffs’ attorneys’ fee award, which was to be paid entirely out of the $5.0 million settlement fund.

Contract Claim

On October 24, 2018, HOV Services, Inc., a subsidiary of the Company (“HOV Services”), filed a lawsuit against ASG Technologies Group, Inc. (“ASG”) that sought to terminate the renewal of licensing agreement between the parties. HOV Services alleged that the licensing agreement was renewed under duress and brought claims against ASG under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., the Stored Communications Act, 18 U.S.C. § 2701 et seq., and various common law doctrines. ASG subsequently brought counterclaims asserting breach of contract and other allegations. On February 27, 2024, a judge granted ASG’s motion for directed verdict on its breach of contract claim and awarded ASG $2.5 million in damages plus interest, for a total of $3,717,465. On February 29, 2024, the jury found in favor of ASG on all remaining claims and awarded ASG damages in the amount of $687,000 plus interest, for a total of $997,738. The parties have until April 15, 2024 to file post-judgment motions. HOV Services is currently evaluating its options.

Contract-Related Contingencies

The Company has certain contingent obligations that arise in the ordinary course of providing services to its customers. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to customers by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows.

Segment and Geographic Area Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment and Geographic Area Information

Schedule of reconciliation of segment profit to net loss before income taxes by segment information


		Year ended December 31, 2023
	ITPS		HS		LLPS		Total
Revenue	$	732,319	$	251,380	$	80,425	$	1,064,124
Cost of revenue (exclusive of depreciation and amortization)		599,320		185,796		48,306		833,422
Segment profit		132,999		65,584		32,119		230,702
Selling, general and administrative expenses (exclusive of depreciation and amortization)								150,672
Depreciation and amortization								60,535
Related party expense								11,444
Interest expense, net								139,656
Debt modification and extinguishment costs (gain), net								(16,129)
Sundry expense, net								973
Other income, net								(884)
Net loss before income taxes							$	(115,565)


		Year ended December 31, 2022
	ITPS		HS		LLPS		Total
Revenue	$	765,134	$	239,270	$	72,753	$	1,077,157
Cost of revenue (exclusive of depreciation and amortization)		633,673		190,835		52,966		877,474
Segment profit		131,461		48,435		19,787		199,683
Selling, general and administrative expenses (exclusive of depreciation and amortization)								176,524
Depreciation and amortization								71,831
Impairment of goodwill and other intangible assets								171,182
Related party expense								8,923
Interest expense, net								164,870
Debt modification and extinguishment costs (gain), net								4,522
Sundry income, net								(957)
Other expense, net								14,170
Net loss before income taxes							$	(411,382)

Schedule of revenues by principal geographic area


	Years ended December 31,
	2023		2022
United States	$	877,270	$	878,644
EMEA		166,573		180,502
Other		20,281		18,011
Total Consolidated Revenue	$	1,064,124	$	1,077,157

Income Taxes - Components of deferred income tax liabilities and assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred income tax liabilities:
Book over tax basis of intangible assets and fixed assets	$ (31,760)	$ (44,632)
Unremitted foreign earnings	(9,505)	(8,154)
Operating lease and finance lease right-of-use assets	(6,171)	(7,883)
Other, net	(1,595)	(2,005)
Total deferred income tax liabilities	(49,031)	(62,674)
Deferred income tax assets:
Allowance for credit losses and receivable adjustments	2,437	2,018
Inventory	3,127	3,141
Accrued liabilities	14,505	16,536
Net operating loss and tax credit carryforwards	34,222	156,180
Tax deductible goodwill	1,674	2,534
Disallowed interest deduction	184,006	146,923
Operating lease and finance lease liabilities	6,621	7,981
Sec 174 Costs	1,862
Debt and credit facilities	177,636	5,237
Other, net	10,983	17,595
Total deferred income tax assets	437,073	358,145
Valuation allowance	(396,691)	(305,168)
Total net deferred income tax assets (liabilities)	(8,649)	(9,697)
Increase (decrease) in valuation allowance	91,500
CODI	780,000
Taxable income from CODI	54,000
CODI excluded from taxable income	726,000
Elimination of net operating losses from CODI	624,000	$ 8,700
Federal
Deferred income tax assets:
Valuation allowance related to disallowed interest deduction	151,900
Valuation allowance related to limitation of utilization of NOL carryforwards	3,800
State
Deferred income tax assets:
Valuation allowance related to disallowed interest deduction	21,800
Foreign.
Deferred income tax assets:
Valuation allowance related to limitation of utilization of NOL carryforwards	$ 219,300